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

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall 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 equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase (the "Change of Control Payment"). On the last Business Day of the fiscal quarter of ACC next following the occurrence of a Change of Control, ACC shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC or a Restricted Subsidiary consummates any Asset Sales, within five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, ACC shall commence an offer to all Holders of Notes and all holders of Pari Passu Debt (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt 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 (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt 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 ACC prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "Option of Holder to Elect Purchase" on the reverse of the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl with respect to the Notes, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall Issuers 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 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchase purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of ControlControl with respect to the Notes, ACC shall mail the Issuers will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Issuers or a Restricted Subsidiary of Sunoco LP consummates any Asset SalesSale, within five Business Days of each date on which in certain circumstances specified in the aggregate amount of Excess Proceeds exceeds $5.0 millionIndenture, ACC shall the Issuers may be required to commence an offer to all Holders of the Notes and to all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes the Notes, and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt to be purchased on a pro rata basisIndenture. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from ACC prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall Issuers 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 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price in cash equal to at least 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereonand Liquidated Damages, if any, to to, but excluding, the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall mail the Issuers will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to In the commencement event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer, but in any event within 90 days after Offer and Targa Resources Partners (or the occurrence of a third party making the Change of ControlControl Offer as provided in Section 4.15(c) of the Indenture) purchases all of the Notes held by such Holders, ACC shall (a) Targa Resources Partners will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent then required to be repaidnot included in the Change of Control Payment, repay in full all outstanding Senior Debt, or (b) obtain the requisite consentsaccrued and unpaid interest and Liquidated Damages, if any, under agreements governing all such Senior Debt on the Notes that remain outstanding, to, but excluding, the date of redemption (subject to permit 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 redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenturedate). (b) If ACC the Issuers or a Restricted Subsidiary of Targa Resources Partners consummates any Asset Sales, within five Business Days days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 50.0 million, ACC shall Targa Resources Partners will commence an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereonand Liquidated Damages, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes and Pari Passu Debt other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC the Targa Resources Partners (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select then the Notes and Pari Passu Debt to such other pari passu Indebtedness shall be purchased on a pro rata basis. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from ACC prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl Triggering Event, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall Issuers 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 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price in cash equal to at least 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereonand Liquidated Damages, if any, to to, but excluding, the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of ControlControl Triggering Event, ACC shall mail the Issuers will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to In the commencement event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer, but in any event within 90 days after Offer and Targa Resources Partners (or the occurrence of a third party making the Change of ControlControl Offer as provided in Section 4.15(c) of the Indenture) purchases all of the Notes held by such Holders, ACC shall (a) Targa Resources Partners will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent then required to be repaidnot included in the Change of Control Payment, repay in full all outstanding Senior Debt, or (b) obtain the requisite consentsaccrued and unpaid interest and Liquidated Damages, if any, under agreements governing all such Senior Debt on the Notes that remain outstanding, to, but excluding, the date of redemption (subject to permit 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 redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenturedate). (b) If ACC the Issuers or a Restricted Subsidiary of Targa Resources Partners consummates any Asset Sales, within five Business Days days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 50.0 million, ACC shall Targa Resources Partners will commence an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereonand Liquidated Damages, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes and Pari Passu Debt other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC the Targa Resources Partners (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select then the Notes and Pari Passu Debt to such other pari passu Indebtedness shall be purchased on a pro rata basis. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from ACC prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl Triggering Event, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall Issuers 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 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest thereonand Special Interest, if any, to on the Notes repurchased to, but excluding, the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of ControlControl Triggering Event, ACC shall the Issuers will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Issuers or a Restricted Subsidiary of TLLP consummates any Asset Sales, within five Business Days of each days after the date on which the aggregate amount of Excess Proceeds exceeds $5.0 million25.0 million (or, ACC shall at the Issuers’ option, any earlier date), the Issuers will commence an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereonand Special Interest, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes and Pari Passu Debt other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC the TLLP (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt the representative of such other pari passu Indebtedness will select such 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 ACC the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall Issuers 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 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereonto the date of purchase, if any, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the date of purchase (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall mail the Issuers will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC or a Restricted Subsidiary consummates any Asset SalesIn certain circumstances specified in the Indenture, within five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, ACC shall Issuers may be required to commence an offer to all Holders of Notes and all holders of Pari Passu Debt other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 4.10 of the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in Section 3.09 of the Indenture and the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) may use any remaining Excess Proceeds for general corporate purposesIndenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an Asset Sale Offer will receive an offer to purchase will receive an Asset Sale Offer from ACC the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of ControlControl Triggering Event, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control Issuer will, except as provided in accordance with the provisions of Article Three of the Indenture, ACC shall be required to make an offer (a "“Change of Control Offer"”) to each Holder to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder's ’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest thereoninterest, if any, to on the Notes repurchased to, but excluding, the date of purchase purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within thirty days following the occurrence of a any Change of Control, ACC shall the Issuer will mail (or, in the case of Global Notes, transmit with the procedures of the Depositary) a notice (with a copy to the Trustee) to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Issuer or a Restricted Subsidiary consummates any Asset Sales, within five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, ACC shall commence an offer to all Holders of Notes and all holders of Pari Passu Debt (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase Issuer consummates an Asset Sale, the maximum principal amount of Notes and any Pari Passu Debt that Issuer may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase, in accordance with the procedures set forth circumstances provided in the Indenture and the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Debt tendered pursuant be required to make an Asset Sale Offer is less than to all Holders (with a copy to the Trustee) and holders of certain other Pari Passu Indebtedness to purchase Notes or such other Pari Passu Indebtedness using Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt 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 ACC prior to any related purchase date and the Issuer may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Subject and to the terms of, and the relative priorities and related rights set forth in, the Third Lien Intercreditor Agreement, if a Change of ControlControl occurs, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall 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 ’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereoninterest, if any, thereon to the date of purchase purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date (the "“Change of Control Payment"”). On the last Within ten (10) Business Day of the fiscal quarter of ACC next Days following the occurrence of a any Change of ControlControl or, ACC shall mail at the Company’s option, prior to such Change of Control but after public announcement thereof, the Company 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. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC Subject to the terms of, and the relative priorities and related rights set forth in, the Third Lien Intercreditor Agreement, if the Company or a Restricted Subsidiary of the Company consummates any an Asset Sale pursuant to Section 4.18 (“Asset Sales”) of the Indenture, within five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 millionCompany, ACC shall in circumstances specified in the Indenture, may be required to commence an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 (“Offer to Purchase by Application of Excess Proceeds”) of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereoninterest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt to be purchased on a pro rata basisIndenture. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from ACC the Company prior to any related purchase date Purchase Date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required to 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 thereofof $1,000) of each 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 thereonand Additional Interest, if any, to on the Notes repurchased to, but not including, the date of purchase (purchase, subject to the "Change rights of Control Payment")Holders on the relevant record date to receive interest due on the relevant interest payment date. On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 15.0 million, ACC shall the Company will commence an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 4.10 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereonand Additional Interest, if any, to thereon to, but excluding, the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that that, any Excess Proceeds remain after the aggregate amount consummation of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than Offer, the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) Company may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt such 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 ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled entitled "Option of Holder to Elect Purchase" on the reverse of attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required to Issuer 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 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of each that Holder's ’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 thereonon the Notes repurchased to, if anybut not including, to the date of purchase (purchase, subject to the "Change rights of Control Payment")Holders on the relevant record date to receive interest due on the relevant interest payment date. On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall mail the Issuer will deliver a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Issuer or a Restricted Subsidiary of the Issuer consummates any Asset Sales, within five ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 750 million, ACC shall the Issuer will commence an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 4.08 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereonthereon to, if anybut excluding, to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that that, any Excess Proceeds remain after the aggregate amount consummation of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than Offer, the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) Issuer may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of the Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt the Issuer will select or arrange for the selection of such 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 ACC the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC Issuers shall be required to make an offer (a "“Change of Control Offer"”) to each Holder of the Notes to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000) of each that Holder's ’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 thereonand Additional Interest, if any, to on the Notes repurchased to, but not including, the date of purchase (purchase, subject to the "Change rights of Control Payment")Holders on the relevant record date to receive interest due on the relevant interest payment date. On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC except to the extent that the Issuers have exercised their right to redeem the Notes in accordance with Article III of the Indenture (or if a third party makes a Change of Control Offer in accordance with the terms of the Indenture), the Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC VHS Holdco II or a Restricted Subsidiary of VHS Holdco II consummates any Asset Sales, within five ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 30.0 million, ACC the Issuers shall commence an offer to all Holders of Notes and all holders of other Pari Passu Debt Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 4.08 of the Indenture to purchase the maximum principal amount of Notes and any such other Pari Passu Debt Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereonand Additional Interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that that, any Excess Proceeds remain after the aggregate amount consummation of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than Offer, the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) Issuers may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Debt surrendered by the holders thereof Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other Pari Passu Debt Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will shall receive an Asset Sale Offer from ACC the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC Issuers shall be required to make an offer (a "“Change of Control Offer"”) to each Holder of the Notes to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000) of each that Holder's ’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 thereonand Additional Interest, if any, to on the Notes repurchased to, but not including, the date of purchase (purchase, subject to the "Change rights of Control Payment")Holders on the relevant record date to receive interest due on the relevant interest payment date. On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC except to the extent that the Issuers have exercised their right to redeem the Notes in accordance with Article III of the Indenture (or if a third party makes a Change of Control Offer in accordance with the terms of the Indenture), the Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC VHS Holdco II or a Restricted Subsidiary of VHS Holdco II consummates any Asset Sales, within five ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 30.0 million, ACC the Issuers shall commence an offer to all Holders of Notes and all holders of other Pari Passu Debt Indebtedness containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 4.08 of the Indenture to purchase the maximum principal amount of Notes and any such other Pari Passu Debt Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereonand Additional Interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that any Excess Proceeds remain after the aggregate amount consummation of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than Offer, the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) Issuers may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Debt surrendered by the holders thereof Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other Pari Passu Debt Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will shall receive an Asset Sale Offer from ACC the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "Option entitled “option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Unless (i) the Company has previously or concurrently sent a redemption notice with respect to all existing Notes as set forth in Section 3.07 of the Indenture and all conditions precedent applicable to such redemption notice have been satisfied or (ii) a third party makes an Offer to Purchase the Notes in the manner, at the time and otherwise in compliance with the requirement under the Indenture, the Issuers must commence, within 30 days of the occurrence of a Change of ControlControl Trigger Event, unless irrevocable notice of redemption an Offer to Purchase for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenturethen outstanding, ACC shall 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 equal to 101% of the principal amount thereofof the Notes, plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchase (the "Change of Control Payment"). On the last Business Day of the fiscal quarter of ACC next following the occurrence of a Change of Control, ACC shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the IndenturePayment Date. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days if, as of each date on which the first day of any calendar month, the aggregate amount of Excess Proceeds not previously subject to an Offer to Purchase pursuant to Section 4.10 of the Indenture exceeds $5.0 25.0 million, ACC shall commence the Issuers must commence, not later than the fifteenth Business Day of such month, and consummate an offer Offer to all Purchase from the Holders of the Notes and all holders of Pari Passu Debt (an "Asset Sale Offer") pursuant other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 3.10 4.10 of the Indenture with respect to offers to purchase or redeem with the maximum proceeds of sales of assets on a pro rata basis, an aggregate principal amount of Notes and any Pari Passu Debt that may be purchased out of such other pari passu Indebtedness equal to the Excess Proceeds, Proceeds on such date at an offer a purchase price in cash in an amount equal to 100% of the principal amount (or accreted valueof the Notes and such other pari passu Indebtedness, as applicable) thereof, in each case plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt 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 ACC prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "Option of Holder to Elect Purchase" on the reverse of the NotesPayment Date.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, unless irrevocable notice each Holder will have the right to require that the Company purchase all or a portion of redemption for all such Holder’s Notes pursuant to the offer described in Section 4.15 of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required to make an offer Indenture (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 equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to to, but excluding, the date of purchase (subject to the "Change right of Control Payment"). On holders of record on the last Business Day of relevant record date to receive interest due on the fiscal quarter of ACC next following the occurrence of a Change of Control, ACC shall mail a notice relevant interest payment date that is prior to each Holder setting forth the procedures governing the Change of Control Offer as required by Payment Date). Within 30 days following the Indenture. Prior date upon which the Change of Control occurred (or prior to the commencement Change of Control if a definitive agreement for the Change of Control is in place), the Company shall send a written notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC Subject to Section 4.10(a) of the Indenture, if any Net Cash Proceeds have not been applied as provided in clauses (3)(A), (3)(B) and (3)(C) thereof within the applicable time period or a the last provision of this sentence, such Net Cash Proceeds shall be applied by the Company or such Restricted Subsidiary consummates any Asset Sales, within five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, ACC shall commence to make an offer to purchase (the “Net Proceeds Offer”) to all Holders and, to the extent required by the terms of any Pari Passu Indebtedness, to holders of such Pari Passu Indebtedness, on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 60 days following the date that triggered the Company’s obligation to make such Net Proceeds Offer, from all Holders (and holders of any such Pari Passu Indebtedness) on a pro rata basis based upon the respective outstanding aggregate principal amounts (or accreted value, as applicable) of the Notes and Pari Passu Indebtedness on the date the Net Proceeds Offer is made, the maximum amount (or accreted value, as applicable) of Notes and all holders of Pari Passu Debt (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt Indebtedness that may be purchased out of with the Excess Proceeds, Net Proceeds Offer Amount at an offer a price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereofof the Notes and Pari Passu Indebtedness to be purchased, plus accrued and unpaid interest thereon, if any, to but excluding the date of purchase; provided, in accordance with however, that if at any time any non-cash consideration received by the procedures set forth in Company or any Restricted Subsidiary of the Indenture and the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC (or such Restricted SubsidiaryCompany, as the case may be) may use , in connection with any remaining Excess Proceeds Asset Sale is converted into or sold or otherwise disposed of for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof exceeds the amount of Excess Proceedscash (other than interest received with respect to any such non-cash consideration), the Trustee then such conversion or disposition shall select the Notes and Pari Passu Debt be deemed to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive constitute an Asset Sale Offer from ACC prior to any related purchase date hereunder and may elect to have such Notes purchased by completing the form titled "Option of Holder to Elect Purchase" on the reverse Net Cash Proceeds thereof shall be applied in accordance with Section 4.10 of the NotesIndenture.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall 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 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of each Holder's ’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereon, if any, thereon to the date of purchase settlement (the "“Change of Control Purchase Date”), subject to the rights of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or before the Change of Control Purchase Date (the “Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of ControlControl or, ACC shall at the Company’s option, prior to such Change of Control but after public announcement thereof, 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. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any an Asset SalesSale, within five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, ACC shall Company in circumstances specified in the Indenture may be required to commence an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereon, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt to be purchased on a pro rata basisIndenture. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from ACC the Company prior to any related purchase date and may elect to have such Notes purchased as required by completing the form titled "Option of Holder to Elect Purchase" on the reverse of the NotesIndenture.

REPURCHASE AT THE OPTION OF HOLDER. (ai) If there is Upon the occurrence of a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required to Issuers will make an offer (a "“Change of Control Offer"”) to each Holder to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder's ’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 thereonand Additional Interest, if any, on the Notes repurchased to the date of purchase settlement (the "“Change of Control Payment Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date (the “Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall the Issuers will mail (or transmit otherwise in accordance with the applicable procedures of DTC) a notice to each Holder setting forth and the Trustee describing the transaction or transactions that constitute the Change of Control 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 sent, pursuant to the procedures governing required by the Indenture and described in such notice. (ii) In the event that Holders of not less than 90% in aggregate principal amount of the outstanding Notes accept a Change of Control Offer and the Issuers (or any third party making such Change of Control Offer in lieu of the Issuers) purchases all of the Notes tendered by such Holders, the Issuers shall have the right, upon not less than 30 nor more than 60 days prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer as required by described above, to redeem all of the Indenture. Prior Notes that remain outstanding following such purchase at a redemption price equal to the commencement of a Change of Control Offerpurchase price, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) including interest to the extent then required date of redemption (subject to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt right of Holders of record on the relevant record date to permit receive interest on the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenturerelevant interest payment date). (b) If ACC the Issuers or a Restricted Subsidiary consummates of the Issuers consummate any Asset Sales, within five Business Days of each date on which 30 days after the Asset Sale, if the aggregate amount of Excess Proceeds then exceeds $5.0 million, ACC shall commence the Issuers will make an offer Asset Sale Offer to all Holders of Notes and Notes, and, at the Issuers’ option, all holders of Other Pari Passu Debt (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture Obligations, to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchasesettlement, 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 accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicablecash. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than Offer, the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) Issuers may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and and, if applicable, Other Pari Passu Debt surrendered by the holders thereof Obligations tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and such Other Pari Passu Debt Obligations to be purchased on a pro rata basis. Holders Upon completion of Notes that are the subject of an offer to purchase will receive an each Asset Sale Offer from ACC prior to any related purchase date and may elect to have such Notes purchased by completing Offer, the form titled "Option amount of Holder to Elect Purchase" on the reverse of the NotesExcess Proceeds will be reset at zero.

REPURCHASE AT THE OPTION OF HOLDER. (aA) If there is a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall 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 ’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest thereon, if any, thereon to the date of purchase repurchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall except to the extent the Company has previously elected to redeem Notes as described under Section 3.07 of the Indenture, the Company will mail a notice to each Holder with a copy to the Trustee setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (bB) If ACC the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, ACC shall Company will commence an offer to all Holders of Notes and and, at the option of the Company, all holders of other Pari Passu Debt Indebtedness (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and any such other Pari Passu Debt Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereonand Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other Pari Passu Debt Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC the Company (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Debt surrendered by the holders thereof Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other Pari Passu Debt Indebtedness to be purchased on a pro rata basisbasis to the extent practicable. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall 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 ’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereonand Liquidated Damages, if any, thereon to the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (in either case, the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 10 days following the occurrence of a any Change of Control, ACC shall the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 15.0 million, ACC shall the Company will commence an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereonand Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and Pari Passu Debt other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC the Company (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt such 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 ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” 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) If there is a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall 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, thereof plus accrued and unpaid interest thereonand Special Interest, if any, thereon to the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the "Change of Control Payment"). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days 15 days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 15.0 million, ACC shall the Company will commence an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereonand Special Interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes and Pari Passu Debt other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC the Company (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt such 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 ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled entitled "Option of Holder to Elect Purchase" on the reverse of attached to the Notes. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall 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 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of each Holder's ’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 thereon, if any, thereon to the date of purchase settlement (the "“Change of Control Purchase Date”), subject to the rights of Holders on the relevant record date to receive interest due on an Interest Payment Date that is on or before the Change of Control Purchase Date (the “Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of ControlControl or, ACC shall at the Company’s option, prior to such Change of Control but after public announcement thereof, 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. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any an Asset SalesSale, within five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, ACC shall Company in circumstances specified in the Indenture may be required to commence an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereon, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt to be purchased on a pro rata basisIndenture. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from ACC the Company prior to any related purchase date and may elect to have such Notes purchased as required by completing the form titled "Option of Holder to Elect Purchase" on the reverse of the NotesIndenture.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall 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 2,000 or an any integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price in cash equal to 101101 % of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereon, if any, thereon to the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 20 days following the occurrence of a any Change of Control, ACC shall the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, except as set forth in the Indenture, within five Business Days 20 days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, ACC shall the Company will commence an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.11 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereoninterest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes and Pari Passu Debt other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC the Company (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt such 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 ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl Triggering Event, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall Issuers 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 ’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest thereonand Special Interest, if any, to on the Notes repurchased to, but excluding, the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of ControlControl Triggering Event, ACC shall the Issuers will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Issuers or a Restricted Subsidiary of TLLP consummates any Asset Sales, within five Business Days of each days after the date on which the aggregate amount of Excess Proceeds exceeds $5.0 million50.0 million (or, ACC shall at the Issuers’ option, any earlier date), the Issuers will commence an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereonand Special Interest, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes and Pari Passu Debt other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC the TLLP (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt the representative of such other pari passu Indebtedness will select such 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 ACC the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl with respect to this series of Notes, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall Issuers will be required to make an offer (a "“Change of Control Offer"”) to each Holder of this series of Notes to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes of this series at a purchase price in cash equal to at least 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereonand Liquidated Damages, if any, to to, but excluding, the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall mail the Issuers will send a notice to each Holder of Notes of this series setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to In the commencement event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes of this series accept a Change of Control Offer, but in any event within 90 days after Offer and Targa Resources Partners (or the occurrence of a third party making the Change of ControlControl Offer as provided in Section 4.15(c) of the Indenture) purchases all of the Notes of this series held by such Holders, ACC shall (a) Targa Resources Partners will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes of this series that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent then required to be repaidnot included in the Change of Control Payment, repay in full all outstanding Senior Debt, or (b) obtain the requisite consentsaccrued and unpaid interest and Liquidated Damages, if any, under agreements governing all such Senior Debt on the Notes of this series that remain outstanding, to, but excluding, the date of redemption (subject to permit 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 redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenturedate). (b) If ACC the Issuers or a Restricted Subsidiary of Targa Resources Partners consummates any Asset Sales, within five Business Days days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 50.0 million, ACC shall Targa Resources Partners will commence an offer to all Holders of Notes of each series and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereonand Liquidated Damages, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes and Pari Passu Debt other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC the Targa Resources Partners (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select then the Notes and Pari Passu Debt to such other pari passu Indebtedness shall be purchased on a pro rata basis. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from ACC prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl occurs, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall 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 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereonand Special Interest, if any, thereon to the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days ten days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 15.0 million, ACC shall the Company will commence an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereonand Special Interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and Pari Passu Debt other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC the Company (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt the Company or such other applicable party shall select such 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 ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on ” attached to the reverse of Notes or, with respect to Holders who own beneficial interests in Notes in global form, otherwise comply with the NotesApplicable Procedures in connection with the Asset Sale Offer.

REPURCHASE AT THE OPTION OF HOLDER. (aA) If there is a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall 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 ’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest thereon, if any, thereon to the date of purchase repurchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall except to the extent the Company has previously elected to redeem Notes as described under Section 3.07 of the Indenture, the Company will mail a notice to each Holder with a copy to the Trustee setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (bB) If ACC the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, ACC shall Company will commence an offer to all Holders of Notes and and, at the option of the Company, all holders of other Pari Passu Debt Indebtedness (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and any such other Pari Passu Debt Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereonand Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other Pari Passu Debt Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC the Company (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other Pari Passu Debt surrendered by the holders thereof Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other Pari Passu Debt Indebtedness to be purchased on a pro rata basisbasis to the extent practicable. Holders of Notes that are the subject of an offer to purchase will receive an Asset Xxxxx Sale Offer from ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of ControlControl Repurchase Event, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required to Company will make an offer (a "“Change of Control Offer"”) to each Holder to repurchase all or any part (equal to $1,000 150,000 or an integral multiple thereofof $1,000 in excess of $150,000) of each that Holder's ’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 thereonon the Notes repurchased to, if anybut not including, to the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of ControlControl Repurchase Event, ACC shall mail a the Company will send notice to each Holder setting forth the procedures governing the of such Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption each Holder of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply accordance with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of procedures set forth in the Indenture. (b) If ACC Any Net Available Cash from Asset Dispositions that is not applied or a Restricted Subsidiary consummates any invested or committed to be applied or invested as provided in Section 4.10(a) of the Indenture will be deemed to constitute “Excess Proceeds.” On the 366th day after the later of an Asset SalesDisposition or the receipt of such Net Available Cash, within five Business Days of each date on which if the aggregate amount of Excess Proceeds exceeds $5.0 15.0 million, ACC shall commence the Company will within 10 Business Days be required to make an offer (“Asset Disposition Offer”) to all Holders of Notes and and, to the extent the Company elects, to all holders of other outstanding Pari Passu Debt (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Debt Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash respect of the Notes in an amount equal to 100% of the principal amount (or accreted valueof the Notes and Pari Passu Indebtedness, as applicable) thereofin each case, plus accrued and unpaid interest thereoninterest, if any, to to, but not including, the date of purchase, in accordance with the procedures set forth in the Indenture and or the agreements governing such the Pari Passu DebtIndebtedness, as applicable, and, with respect to the Notes, in integral multiples of $1,000 (subject to minimum denominations of $150,000). To the extent that the aggregate amount of Notes and Pari Passu Debt Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Sale Disposition Offer is less than the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) Company may use any remaining Excess Proceeds for general corporate purposesany purpose not prohibited by the Indenture. If the aggregate principal amount of the Notes surrendered in any Asset Disposition Offer by Holders and other Pari Passu Debt Indebtedness surrendered by the holders thereof or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee Excess Proceeds shall select be allocated among the Notes and Pari Passu Debt 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 ACC prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "Option of Holder to Elect Purchase" basis on the reverse basis of the Notesaggregate principal amount of tendered Notes and Pari Passu Indebtedness.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall 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 or an 2,000 and integral multiple thereofmultiples of $1,000) 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 thereonand Additional Amounts, if any, thereon to the date of purchase purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date (the "Change of Control Payment"). On the last Within 10 Business Day of the fiscal quarter of ACC next Days following the occurrence of a any Change of Control, ACC shall the Company will mail a notice to the Trustee and Paying Agent and each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Parent or a any Restricted Subsidiary consummates any an Asset Sale pursuant to Section 4.20 ("Asset Sales Other than a Drilling Unit") of the Indenture or a sale of a Drilling Unit pursuant to Section 4.21 ("Drilling Unit Sales") of the Indenture, within five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 millionCompany, ACC shall in circumstances specified therein, may be required to commence an offer to all Holders of Notes and all holders of Pari Passu Debt pursuant to such sections (an "Asset Sale Offer" and a "Drilling Unit Sale Offer", respectively) pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt 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 (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereoninterest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt to be purchased on a pro rata basistherein. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer or a Drilling Unit Sale Offer from ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled entitled "Option of Holder to Elect Purchase" on the reverse of attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of each Holder will have the Notes is given within 30 days after right to require the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required to make an offer (a "Change of Control Offer") Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's ’s Notes (“Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC Any Net Proceeds from Asset Sales that are not applied or a Restricted Subsidiary consummates any Asset Sales, within five Business Days invested as provided in Section 4.10 of each date on which the Indenture will be deemed to constitute “Excess Proceeds.” Any Net Loss Proceeds that are not applied or invested as provided in Section 4.22 of the Indenture will be deemed to constitute “Excess Loss Proceeds”. When the aggregate amount of Excess Proceeds or Excess Loss Proceeds, as applicable, exceeds $5.0 15.0 million, ACC shall the Company will commence an offer to all Holders of Notes and all holders of Pari Passu Debt other Indebtedness that is secured equally and ratably with the Notes on the Notes Priority Collateral containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with (i) the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 and Section 4.10 of the Indenture or (ii) the proceeds from an Event of Loss (an “Event of Loss Offer”) pursuant to Section 3.09 and Section 4.22 of the Indenture, as applicable, to purchase the maximum principal amount of Notes (including any Additional Notes) and any Pari Passu Debt other Indebtedness that may be purchased out of the Excess Proceeds or Excess Loss Proceeds, as applicable, at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and Pari Passu Debt other Indebtedness that is secured equally and ratably with the Notes on the Notes Priority Collateral tendered pursuant to an Asset Sale Offer or an Event of Loss Offer, as applicable, is less than the Excess Proceeds or the Excess Loss Proceeds, ACC as applicable, the Company (or such Restricted Re- stricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt other Indebtedness surrendered by the holders thereof exceeds the amount of Excess Proceeds or Excess Loss Proceeds, as applicable, the Trustee shall select the Notes and Pari Passu Debt such other Indebtedness to be purchased on a pro rata basisas set forth in Sections 3.02 and 3.03 of the Indenture. Upon completion of such Asset Sale Offer or such Event of Loss Offer, as applicable, the amount of “Excess Proceeds” or “Excess Loss Proceeds”, as applicable, shall be reset to zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer or an Event of Loss Offer, as applicable, from ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl occurs, unless irrevocable notice of redemption for all of each Holder will have the Notes is given within 30 days after right to require the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required to make an offer (a "Change of Control Offer") Issuers to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder's ’s Notes (a “Change of Control Offer”) at a purchase price (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereonand Additional Interest, if any, on the Notes repurchased, if any, to the date of purchase, subject to the rights of Noteholders on the relevant record date to receive interest due on an interest payment date that is prior to the purchase (the "Change of Control Payment")date. On the last Business Day of the fiscal quarter of ACC next Within ten days following the occurrence of a any Change of Control, ACC shall the Issuers will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days of each date on which once the aggregate amount of Excess Proceeds exceeds $5.0 10.0 million, ACC shall the Issuers will commence an offer to all Holders of Notes and all holders of Pari Passu Debt (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes and (including any Pari Passu Debt Additional Notes) that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than Offer, the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) Issuers may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and Pari Passu Debt 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 ACC the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl with respect to the Notes, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall Issuers 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 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchase purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of ControlControl with respect to the Notes, ACC shall mail the Issuers will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Issuers or a Restricted Subsidiary of Sunoco LP consummates any Asset SalesSale, within five Business Days of each date on which in certain circumstances specified in the aggregate amount of Excess Proceeds exceeds $5.0 millionIndenture, ACC shall the Issuers may be required to commence an offer to all Holders of the Notes, the 2023 Notes, the 2026 Notes and to all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of the Notes, the 2023 Notes, the 2026 Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt to be purchased on a pro rata basisIndenture. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from ACC prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of each Holder will have the Notes is given within 30 days after right to require the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required to make an offer (a "Change of Control Offer") Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's ’s Notes (“Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC Any Net Proceeds from Asset Sales that are not applied or a Restricted Subsidiary consummates any Asset Sales, within five Business Days invested as provided in Section 4.10 of each date on which the Indenture will be deemed to constitute “Excess Proceeds.” Any Net Loss Proceeds that are not applied or invested as provided in Section 4.22 of the Indenture will be deemed to constitute “Excess Loss Proceeds”. When the aggregate amount of Excess Proceeds or Excess Loss Proceeds, as applicable, exceeds $5.0 15.0 million, ACC shall the Company will commence an offer to all Holders of Notes and all holders of Pari Passu Debt other Indebtedness that is secured equally and ratably with the Notes on the Notes Priority Collateral containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with (i) the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 and Section 4.10 of the Indenture or (ii) the proceeds from an Event of Loss (an “Event of Loss Offer”) pursuant to Section 3.09 and Section 4.22 of the Indenture, as applicable, to purchase the maximum principal amount of Notes (including any Additional Notes) and any Pari Passu Debt other Indebtedness that may be purchased out of the Excess Proceeds or Excess Loss Proceeds, as applicable, at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and Pari Passu Debt other Indebtedness that is secured equally and ratably with the Notes on the Notes Priority Collateral tendered pursuant to an Asset Sale Offer or an Event of Loss Offer, as applicable, is less than the Excess Proceeds or the Excess Loss Proceeds, ACC as applicable, the Company (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt other Indebtedness surrendered by the holders thereof exceeds the amount of Excess Proceeds or Excess Loss Proceeds, as applicable, the Trustee shall select the Notes and Pari Passu Debt such other Indebtedness to be purchased on a pro rata basisas set forth in Sections 3.02 and 3.03 of the Indenture. Upon completion of such Asset Sale Offer or such Event of Loss Offer, as applicable, the amount of “Excess Proceeds” or “Excess Loss Proceeds”, as applicable, shall be reset to zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer or an Event of Loss Offer, as applicable, from ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required to Company will make an offer (a "“Change of Control Offer"”) to each Holder to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder's ’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 thereoninterest, if any, on the Notes repurchased to the date of purchase purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall mail the Company will send a notice to each Holder (with a copy to the Trustee) setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to If the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days thirty days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 100.0 million, ACC shall unless waived or modified with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, the Company will commence an offer to all Holders of Notes (with a copy to the Trustee) and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to in accordance with Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereoninterest, if any, to the date of purchase, and will be payable in cash, in accordance with the procedures set forth in the Indenture and Indenture. If any Excess Proceeds remain after the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount consummation of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than Offer, the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) Company may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall Company will select the Notes and Pari Passu Debt such 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 ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (aA) If there is Unless (i) the Company has previously or concurrently sent a redemption notice with respect to all existing Notes as set forth in Section 3.07 of the Indenture and all conditions precedent applicable to such redemption notice have been satisfied or (ii) a third party makes an Offer to Purchase the Notes in the manner, at the time and otherwise in compliance with the requirements under the Indenture, the Issuers must commence, within 30 days of the occurrence of a Change of ControlControl Triggering Event, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such a Change of Control in accordance with the provisions of Article Three of the IndentureOffer to Purchase for all Notes then outstanding, ACC shall 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 equal to 101% of the principal amount thereofof the Notes, plus accrued and unpaid interest thereoninterest, if any, to the date of purchase (the "Change of Control Payment"). On the last Business Day of the fiscal quarter of ACC next following the occurrence of a Change of Control, ACC shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the IndenturePayment Date. (bB) If ACC the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days if, as of each date on which the first day of any calendar month, the aggregate amount of Excess Proceeds exceeds not previously subject to an Offer to Purchase pursuant to Section 4.09 of the Indenture totals the greater of $5.0 million100.0 million and 0.80% of Adjusted Total Assets, ACC shall commence the Company must commence, not later than 20 Business Days thereafter, and consummate an offer Asset Sale Offer to all Purchase from the Holders of Notes and all holders of Pari Passu Debt (an "Asset Sale Offer") pursuant other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in Section 3.10 4.09 of the Indenture with respect to purchase an Asset Sale Offer to Purchase or redeem with the maximum proceeds of sales of assets, on a pro rata basis, an aggregate principal amount of Notes and any Pari Passu Debt that may be purchased out of such other pari passu Indebtedness equal to the Excess ProceedsProceeds on such date, at an offer a purchase price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt to be purchased on a pro rata basis. Holders of Notes that are such other pari passu Indebtedness plus, in each case, accrued interest to, but not including, the subject of an offer to purchase will receive an Asset Sale Offer from ACC prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "Option of Holder to Elect Purchase" on the reverse of the NotesPayment Date.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl Triggering Event occurs, unless irrevocable the Company at such time has given notice of a redemption for all of pursuant to Section 5 hereof, the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall 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 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereon, if any, thereon to the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (in either case, the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of ControlControl Triggering Event, ACC shall the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days of each date on which 15 days after the aggregate amount of Excess Proceeds exceeds $5.0 million30,000,000, ACC shall the Company will commence an offer to all Holders of Notes and all holders of Pari Passu Debt Second Lien Obligations containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant pro rata in proportion to Section 3.10 the respective principal amounts of the Indenture Notes and such other Second Lien Obligations required to be purchases or redeemed, to purchase the maximum principal amount of Notes (including any Additional Notes) and any Pari Passu Debt such other Second Lien Obligations that may be purchased out of with the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (of the Notes or accreted value, as applicable) thereofsuch other Second Lien Obligations, plus accrued and unpaid interest thereon, if any, thereon to the date of purchasepurchase (subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and Pari Passu Debt other Second Lien Obligations tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC the Company (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other Second Lien Obligations tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt such other Second Lien Obligations to be purchased on a pro rata basisbasis in accordance with applicable procedures of DTC. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl occurs, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Company will make a Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required Offer to make an offer (a "Change of Control Offer") each Holder to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereoninterest, including Special Interest, if any, to on the date of purchase (the "Change of Control Payment"). On the last Business Day of the fiscal quarter of ACC next following the occurrence of a Change of Control, ACC shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consentsNotes repurchased, if any, under agreements governing all such Senior Debt to, but not including, the date of purchase, subject to permit the redemption of Notes as provided for in Section 4.15 rights of the IndentureHolders on the relevant record date to receive interest due on the relevant interest payment date. ACC shall first comply with If the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days of each date on in which the aggregate amount of Excess Proceeds exceeds $5.0 million, ACC shall commence not theretofore subject to an offer Offer to all Holders of Notes and all holders of Pari Passu Debt (an "Asset Sale Offer") Purchase pursuant to Section 3.10 4.10 of the Supplemental Indenture totals at least $100.0 million, the Company must commence, not later than the last Business Day of the month in which such Excess Proceeds exceed $100.0 million, and consummate an Offer to purchase Purchase from the maximum Holders (and, if required by the terms of any Pari Passu Indebtedness, from the holders of such Pari Passu Indebtedness) on a pro rata basis an aggregate principal amount of Notes (and any Pari Passu Debt that may be purchased out of Indebtedness) equal to the Excess ProceedsProceeds on such date, at an offer a purchase price in cash in an amount equal to 100% of the their principal amount amount, plus, in each case, accrued interest (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereon, if any, ) to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicablePayment Date. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes and Pari Passu Debt tendered an Offer to Purchase pursuant to an Asset Sale Offer is less than Section 4.10 of the Excess ProceedsSupplemental Indenture, ACC (or such Restricted Subsidiary, as the case may be) Company may use any remaining those Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered any purpose not otherwise prohibited by the holders thereof exceeds Indenture and the amount of Excess Proceeds shall be reset to zero. Pending the final application of any Net Proceeds, the Trustee shall select Company may temporarily reduce revolving credit borrowings or otherwise invest the Notes and Pari Passu Debt to be purchased on a pro rata basis. Holders of Notes Net Proceeds in any manner that are is not prohibited by the subject of an offer to purchase will receive an Asset Sale Offer from ACC prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "Option of Holder to Elect Purchase" on the reverse of the NotesIndenture.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl occurs, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required to Company will make an offer (a "“Change of Control Offer"”) to each Holder to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder's ’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 thereonand Special Interest, if any, on the Notes repurchased to the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall the Company will mail a notice to each Holder setting forth and the Trustee describing the transaction or transactions that constitute the Change of Control and stating the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days of each 30 days after the date on which that the aggregate amount of Excess Proceeds exceeds $5.0 10.0 million, ACC shall the Company will commence an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of will redeem or repay (or make an offer to do so) Pari Passu Debt Obligations the terms of which require redemption or repayment (or the making of an "offer to do so) with the proceeds of any sales of assets the maximum principal amount of Notes (including any Additional Notes) and such Pari Passu Obligations that may be purchased, redeemed and repaid out of the Excess Proceeds as follows: (i) the Company or any of its Subsidiaries will (a) make an Asset Sale Offer"Offer to all Holders of Notes in accordance with the procedures set forth in Section 3.09(a) pursuant to Section 3.10 of the Indenture and (b) redeem or repay (or make an offer to purchase do so) Pari Passu Obligations (and permanently reduce the related loan commitment (if any) in an amount equal to the principal amount so redeemed or repaid, other than with respect to Pari Passu Obligations of the type referred to in clause (1) of the definition thereof as set forth in the Indenture), pro rata in proportion to the respective principal amounts of the Notes and Pari Passu Obligations required to be redeemed or repaid, the maximum principal amount of Notes and any Pari Passu Debt Obligations that may be purchased repurchased, repaid and redeemed out of the Excess Proceeds, at an ; (ii) the offer price in cash in an amount for the Notes will be equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereonand Special Interest, if any, to the date of purchase, repurchase and will be payable in accordance with the procedures set forth in the Indenture cash and the agreements governing such redemption or repayment price for the Pari Passu DebtObligations will be equal to 100% of the principal amount or accreted value, as applicable. To , thereof plus accrued and unpaid interest to the extent that date of redemption or repayment; (iii) if the aggregate amount offered to Holders of the Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the aggregate amount of Excess Proceeds to be paid to Holders of the Notes, Notes and Pari Passu Debt tendered pursuant to be purchased will be selected on a pro rata basis (provided that the minimum denomination of Notes is maintained); and (iv) if any Excess Proceeds remain after consummation of an Asset Sale Offer is less than Offer, the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and redemption or repayment of applicable Pari Passu Debt surrendered by the holders thereof exceeds Obligations, the amount of Excess Proceeds, Proceeds will be reset at zero and such remaining Excess Proceeds may be used for any purpose not otherwise prohibited by the Trustee shall select the Notes and Pari Passu Debt to be purchased on a pro rata basisIndenture. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on ” attached to the reverse Notes. (c) If the Company or a Restricted Subsidiary of the Company receives Event of Loss Proceeds, within 30 days after the date that the aggregate amount of Excess Event of Loss Proceeds exceeds $10.0 million, the Company will commence an offer (an “Event of Loss Offer”) to all Holders of Notes and will redeem or repay (or make an offer to do so) Pari Passu Obligations the terms of which require redemption or repayment (or the making of an offer to do so) with the proceeds of any Events of Loss, the maximum principal amount of Notes and such Pari Passu Obligations that may be purchased, redeemed and repaid out of the Excess Event of Loss Proceeds as follows: (i) the Company will (a) make an Event of Loss Offer to all Holders of Notes in accordance with the procedures set forth in Section 3.09(b) of the Indenture and (b) redeem or repay (or make an offer to do so) Pari Passu Obligations (and permanently reduce the related loan commitment (if any) in an amount equal to the principal amount so redeemed or repaid, other than with respect to Pari Passu Obligations of the type referred to in clause (1) of the definition thereof), pro rata in proportion to the respective principal amounts of the Notes and Pari Passu Obligations required to be redeemed or repaid, the maximum principal amount of Notes and Pari Passu Obligations that may be repurchased, repaid and redeemed out of the Excess Event of Loss Proceeds; (ii) the offer price for the Notes will be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest, if any, to the date of repurchase and will be payable in cash and the redemption or repayment price for the Pari Passu Obligations will be equal to 100% of the principal amount or accreted value, as applicable, thereof plus accrued and unpaid interest to the date of redemption or repayment; (iii) if the aggregate amount offered to Holders of the Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the aggregate amount of Excess Event of Loss Proceeds to be paid to Holders of the Notes, Notes to be purchased will be selected on a pro rata basis (provided that the minimum denomination of Notes is maintained); and (iv) if any Excess Event of Loss Proceeds remain after consummation of the applicable offer to purchase Notes and redemption or repayment of applicable Pari Passu Obligations, the amount of Excess Event of Loss Proceeds will be reset at zero and such remaining Excess Event of Loss Proceeds may be used for any purpose not otherwise prohibited by the Indenture. Holders of Notes that are the subject of an offer to purchase will receive an Event of Loss 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) If there is Upon the occurrence of a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required to 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 thereofof $1,000) of each that Holder's ’s Notes at pursuant to a purchase price Change of Control Offer on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount thereof, of notes repurchased plus accrued and unpaid interest thereonand Liquidated Damages, if any, on the notes repurchased to the date of purchase purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (in either case, the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within ten days following the occurrence of a any Change of Control, ACC shall the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to If the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 10.0 million, ACC shall the Company will commence an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereonand Liquidated Damages, if any, to the date of purchase, and in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and Pari Passu Debt other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC the Company (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset 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 Sale Offer from ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “‘Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required to Company will make an offer (a "“Change of Control Offer"”) to each Holder to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 thereof) of each that Holder's ’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 thereonand Additional Interest, if any, on the Notes repurchased to the date of purchase purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days twenty days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 15.0 million, ACC shall unless waived or modified with the consent of the holders of at least a majority in aggregate principal amount of the Notes then outstanding, the Company will commence an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to in accordance with Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchase, and will be payable in cash, in accordance with the procedures set forth in the Indenture and Indenture. If any Excess Proceeds remain after the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount consummation of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than Offer, the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) Company may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and Pari Passu Debt such 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 ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required to Company will make an offer (a "“Change of Control Offer"”) to each Holder to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder's ’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 thereoninterest, if any, on the Notes repurchased to the date of purchase purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall mail the Company will send a notice to each Holder (with a copy to the Trustee) setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to If the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days thirty days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 25.0 million, ACC shall unless waived or modified with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, the Company will commence an offer to all Holders of Notes (with a copy to the Trustee) and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to in accordance with Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereoninterest, if any, to the date of purchase, and will be payable in cash, in accordance with the procedures set forth in the Indenture and Indenture. If any Excess Proceeds remain after the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount consummation of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than Offer, the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) Company may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall Company will select the Notes and Pari Passu Debt such 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 ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of each Holder shall have the Notes is given within 30 days after right to require the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required Issuer to make an offer (a "“Change of Control Offer"”) to repurchase all or any part (equal to a minimum amount of $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder's ’s Cash Pay Notes at a purchase price equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereonand Additional Interest, if any, on the Cash Pay Notes repurchased, if any, to the date of purchase purchase, subject to the rights of the Holders on the relevant record date to receive interest due on the relevant Interest Payment Date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC the Issuer shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Issuer or a Restricted Subsidiary consummates any Asset Sales, within five 10 Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 25.0 million, ACC the Issuer shall commence an offer Asset Sale Offer to all Holders and if the Issuer elects (or is required by the terms of Notes and such other pari passu indebtedness) all holders of Pari Passu Debt (an "Asset Sale Offer") other Indebtedness that is pari passu with the Cash Pay Notes pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Cash Pay Notes and any Pari Passu Debt other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchase, Purchase Date in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Cash Pay Notes and Pari Passu Debt other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC the Issuer (or such Restricted Subsidiary, as the case may be) may use any the remaining Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Cash Pay Notes and Pari Passu Debt other pari passu Indebtedness surrendered by the holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Cash Pay Notes and Pari Passu Debt other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of to whom an offer to purchase will Asset Sale Offer is addressed shall receive an Asset Sale Offer from ACC the Issuer prior to any the related purchase date Purchase Date and may elect to have such Cash Pay Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on ” attached to the reverse of the Cash Pay Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of each Holder will have the Notes is given within 30 days after right to require the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required to make an offer (a "Change of Control Offer") Company to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder's Notes ’s Notes, pursuant to an offer that the Company will make to all Holders at a purchase price in cash equal to 101% of the aggregate principal amount thereofamount, plus accrued and unpaid interest thereon(including special interest, if any, ) thereon to the date of purchase (purchase, subject to the "Change rights of Control Payment")Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. On Subject to the last Business Day exceptions in Section 4.15 of the fiscal quarter of ACC next Indenture, within thirty days following the occurrence of a any Change of Control, ACC shall the Company will mail a notice to each Holder with a copy to the Trustee setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days 15 days of each date on the periods specified in Section 4.10(a)(3) of the Indenture, after which the aggregate amount of Excess Proceeds exceeds $5.0 25.0 million, ACC shall the Company will commence an offer to all Holders of Notes and, at the Company’s option, 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 or redeem at a purchase price of 100% of the aggregate principal amount thereof, plus accrued and all holders unpaid interest (including special interest, if any) to the Purchase Date with the proceeds of Pari Passu Debt sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereon(including special interest, if any, ) thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and Pari Passu Debt other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC the Company (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt such other pari passu Indebtedness to be purchased on a pro rata basis. . (c) Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer from ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (aA) If there is a Change of ControlControl Triggering Event occurs, unless irrevocable notice of redemption for all of each Holder will have the Notes is given within 30 days after the occurrence of such Change of Control right, except as provided below and in accordance with the provisions of Article Three of the Indenture, ACC shall be required to make an offer (a "Change of Control Offer") require the Operating Partnership to repurchase purchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price equal to 101% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest thereoninterest, if any, to on the Notes repurchased to, but not including, the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest, if any, due on the relevant Interest Payment Date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of ControlControl Triggering Event, ACC shall mail the Operating Partnership will send a notice to each Holder describing the transaction or transactions that constitute the Change of Control and setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior Notwithstanding any provision herein or in the Indenture to the commencement of contrary, the Operating Partnership will not be required to make a Change of Control OfferOffer upon a Change of Control Triggering Event if (i) a third party makes the Change of Control Offer in the manner, but at the times and otherwise in compliance with the requirements set forth in the Indenture made by the Operating Partnership and purchases all Notes properly tendered and not withdrawn under Offer to Purchase, (ii) an irrevocable notice of redemption with respect to all outstanding Notes has been given pursuant to Section 3.07 of 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 event within 90 days after the occurrence of a Change of Control, ACC shall the Operating Partnership has made an offer to purchase (aan “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the extent then required to be repaid, repay Change of Control Payment and has purchased all Notes properly tendered in full all outstanding Senior Debt, or (b) obtain accordance with the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 terms of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the IndentureAlternate Offer. (bB) If ACC Parent or a Restricted Subsidiary consummates any Asset Sales, within five Business Days if, as of each date on which the first day of any calendar month, the aggregate amount of Excess Proceeds exceeds not previously subject to an Offer to Purchase pursuant to Section 4.09 of the Indenture totals more than the greater of $5.0 million100.0 million and 1.5% of Adjusted Total Assets of Parent, ACC shall commence the Operating Partnership must commence, not later than 20 Business Days thereafter, and consummate an offer Asset Sale Offer to all the Holders of Notes and all holders of Pari Passu Debt (an "Asset Sale Offer") pursuant other Indebtedness of the Operating Partnership that is pari passu in right of payment with the Notes containing provisions similar to those set forth in Section 3.10 4.09 of the Indenture with respect to purchase offers to purchase, prepay or redeem such Indebtedness with the proceeds of sales of assets, to purchase, prepay or redeem, on a pro rata basis (subject to adjustments to maintain the authorized denominations for the Notes), the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness (plus all accrued interest on the Notes and other Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% . If any Excess Proceeds remain after consummation of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, ACC (Parent or such any of its Restricted Subsidiary, as the case may be) Subsidiaries may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes (except that any Notes represented in the form of a Global Note will be selected by such method as the Depositary or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and Pari Passu Debt appropriate unless otherwise required by law), based on the amounts tendered or required to be purchased on a pro rata basis. Holders prepaid or redeemed (with such adjustments as may be deemed appropriate by Parent so that only Notes of Notes that are the subject $2,000, or an integral multiple of an offer to purchase $1,000 in excess thereof, will receive an Asset Sale Offer from ACC prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "Option of Holder to Elect Purchase" on the reverse of the Notesbe purchased.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required to Company 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 thereofof $1,000) of each 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 thereonand Additional Interest, if any, to on the Notes repurchased to, but not including, the date of purchase (purchase, subject to the "Change rights of Control Payment")Holders on the relevant record date to receive interest due on the relevant interest payment date. On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC Holdings or a Restricted Subsidiary of Holdings consummates any Asset Sales, within five ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 15.0 million, ACC shall the Company will commence an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 4.10 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereonand Additional Interest, if any, to thereon to, but excluding, the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that that, any Excess Proceeds remain after the aggregate amount consummation of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than Offer, the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) Company may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt such 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 ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled entitled "Option of Holder to Elect Purchase" on the reverse of attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall 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 or an 2,000 and integral multiple thereofmultiples of $1,000) of each Holder's ’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereoninterest, if any, thereon to the date of purchase purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date (the "“Change of Control Payment"”). On the last Within 10 Business Day of the fiscal quarter of ACC next Days following the occurrence of a any Change of ControlControl or, ACC shall at the Company’s option, prior to such Change of Control but after public announcement thereof, 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. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any an Asset Sale pursuant to Section 4.18 (“Asset Sales”) of the Indenture, within five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 millionCompany, ACC shall in circumstances specified in the Indenture, may be required to commence an offer to all Holders of Notes and all holders Holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 (“Offer to Purchase by Application of Excess Proceeds or From Excess Cash Flow”) of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereoninterest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt to be purchased on a pro rata basisIndenture. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from ACC the Company prior to any related purchase date Purchase Date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on ” attached to the reverse Notes. (c) After the end of each semi-annual period ending June 30 and December 31 with respect to which the Company and the Restricted Subsidiaries have Excess Cash Flow (commencing with the semi-annual period ending June 30, 2011), the Company shall offer to repurchase all or any part of the Notes, in minimum amounts of $2,000 and integral multiples of $1,000, at a purchase price in cash equal to 101% of the principal amount of the Notes repurchased, plus any accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Sate that is on or prior to the date of repurchase), with (a) for any semi-annual period in which the ratio of total Indebtedness to Consolidated Cash Flow for the Company is greater than or equal to 2.5 to 1, the greater of (i) the amount that is equal to 75% of such Excess Cash Flow of the Company and (ii) $30.0 million, or (b) for any semi-annual period in which the ratio of total Indebtedness to Consolidated Cash Flow for the Company is less than 2.5 to 1, the amount that is 50% of such Excess Cash Flow of the Company (less the face amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such semi-annual period); provided that the Company will not be required to make an excess cash flow offer in any semi-annual period referred to in this sentence if the excess cash flow for such semi-annual period is less than $5.0 million.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl occurs, unless irrevocable notice of redemption for all of each Holder will have the Notes is given within 30 days after right to require the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required to make an offer (a "Change of Control Offer") Issuers to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $2,000) of each that Holder's ’s Notes (a “Change of Control Offer”) at a purchase price equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereonand Additional Interest, if any, on the Notes repurchased, if any, to the date of purchase, subject to the rights of Noteholders on the relevant record date to receive interest due on an interest payment date that is prior to the purchase date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within ten days following the occurrence of a any Change of Control, ACC shall the Issuers will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days of each date on which once the aggregate amount of Excess Proceeds exceeds $5.0 7.5 million, ACC shall the Issuers will commence an offer to all Holders of Notes and all holders of Pari Passu Debt (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes and (including any Pari Passu Debt Additional Notes) that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest and Additional Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than Offer, the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) Issuers may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and Pari Passu Debt 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 ACC the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl occurs, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Company will make a Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required Offer to make an offer (a "Change of Control Offer") each Holder to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereonon the Notes repurchased, if any, to to, but not including, the date of purchase (purchase, subject to the "Change of Control Payment"). On the last Business Day rights of the fiscal quarter of ACC next following Holders on the occurrence of a Change of Control, ACC shall mail a notice relevant record date to each Holder setting forth receive interest due on the procedures governing relevant interest payment date. If the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days of each date on in which the aggregate amount of Excess Proceeds exceeds $5.0 million, ACC shall commence not theretofore subject to an offer Offer to all Holders of Notes and all holders of Pari Passu Debt (an "Asset Sale Offer") Purchase pursuant to Section 3.10 4.10 of the Supplemental Indenture totals at least $50.0 million, the Company must commence, not later than the last Business Day of the month in which such Excess Proceeds exceed $50.0 million, and consummate an Offer to purchase Purchase from the maximum Holders (and, if required by the terms of any Pari Passu Indebtedness, from the holders of such Pari Passu Indebtedness) on a pro rata basis an aggregate principal amount of Notes (and any Pari Passu Debt that may be purchased out of Indebtedness) equal to the Excess ProceedsProceeds on such date, at an offer a purchase price in cash in an amount equal to 100% of the their principal amount amount, plus, in each case, accrued interest (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereon, if any, ) to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicablePayment Date. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes and Pari Passu Debt tendered an Offer to Purchase pursuant to an Asset Sale Offer is less than Section 4.10 of the Excess ProceedsSupplemental Indenture, ACC (or such Restricted Subsidiary, as the case may be) Company may use any remaining those Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered any purpose not otherwise prohibited by the holders thereof exceeds Indenture and the amount of Excess Proceeds shall be reset to zero. Pending the final application of any Net Proceeds, the Trustee shall select Company may temporarily reduce revolving credit borrowings or otherwise invest the Notes and Pari Passu Debt to be purchased on a pro rata basis. Holders of Notes Net Proceeds in any manner that are is not prohibited by the subject of an offer to purchase will receive an Asset Sale Offer from ACC prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "Option of Holder to Elect Purchase" on the reverse of the NotesIndenture.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there Unless (i) the Issuers have previously or concurrently mailed a redemption notice with respect to all outstanding Notes pursuant to Section 3.07 of the Indenture and the redemption to which such redemption notice relates is a not subject to the satisfaction of any conditions or, if so subject, all conditions precedent applicable to such redemption have been satisfied, (ii) in connection with or in contemplation of any Change of Control, unless irrevocable notice the Issuers have made an Alternate Offer in respect of redemption for any and all Notes validly tendered and not withdrawn at a cash price equal to or higher than the Change of Control Payment and have purchased all of the Notes is given within 30 days after the occurrence of such Change of Control validly tendered in accordance with the provisions terms of Article Three such Alternate Offer or (iii) a third party makes an Offer to Purchase in the manner, at the time and otherwise in compliance with the requirements set forth in the Indenture applicable to an Offer to Purchase made by the Issuers and purchases all Notes validly tendered and not withdrawn under such Offer to Purchase, the Issuers must commence, within 30 days of the Indenture, ACC shall be required to make an offer (occurrence of a "Change of Control Offer") Trigger Event, an Offer to repurchase Purchase for all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes then outstanding, at a purchase price equal to 101% of the principal amount thereofof the Notes, plus accrued and unpaid interest thereon, if any, to the date of purchase (the "Change of Control Payment"). On the last Business Day of the fiscal quarter of ACC next following the occurrence of a Change of Control, ACC shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offerto, but in any event within 90 days after excluding, the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the IndenturePayment Date. (b) If ACC the Operating Partnership or a Restricted Subsidiary of the Operating Partnership consummates any Asset SalesSale, within five Business Days and as of each date on which the first day of any calendar month, the aggregate amount of Excess Proceeds exceeds not previously subject to an Offer to Purchase pursuant to Section 4.10 of the Indenture totals more than $5.0 25.0 million, ACC shall commence the Issuers must commence, not later than the fifteenth Business Day of such month, and consummate an offer Offer to all Purchase from the Holders of the Notes and all holders of other Pari Passu Debt (an "Asset Sale Offer") pursuant Indebtedness containing provisions similar to those set forth in Section 3.10 4.10 of the Indenture with respect to offers to purchase or redeem with the maximum proceeds of sales of assets, on a pro rata basis, an aggregate principal amount of Notes and any such other Pari Passu Debt that may be purchased out of Indebtedness equal to the Excess ProceedsProceeds on such date, at an offer a purchase price in cash in an amount equal to 100% of the principal amount of the Notes and such other Pari Passu Indebtedness (or or, in the case of such Pari Passu Indebtedness represented by securities sold at a discount, not more than the accreted valuevalue thereof at such time), as applicable) thereofplus, plus in each case, accrued and unpaid interest thereoninterest, if any, to the date of purchaseto, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof exceeds the amount of Excess Proceedsbut excluding, the Trustee shall select the Notes and Pari Passu Debt 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 ACC prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "Option of Holder to Elect Purchase" on the reverse of the NotesPayment Date.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall 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, thereof plus accrued and unpaid interest thereonand Special Interest, if any, thereon to the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the "Change of Control Payment"). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days 30 business days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 15.0 million, ACC shall commence the Company will make an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, of the Notes being purchased plus accrued and unpaid interest thereonand Special Interest, if any, thereon to the date of purchase, purchase in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes and Pari Passu Debt other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC the Company (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be set at zero. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled entitled "Option of Holder to Elect Purchase" on the reverse of attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice each Holder of redemption for all of Notes will have the Notes is given within 30 days after right to require the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required Issuers to make an offer (a "“Change of Control Offer") ”), in accordance with Section 4.17 of the Indenture, to each Holder to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest thereonand Special Interest, if any, to thereon to, but not including, the date of purchase purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall mail the Issuers will provide a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC As provided in Section 4.10 of the Indenture, after the Issuers or a Restricted Subsidiary consummates any Asset Sales, within five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, ACC shall commence an offer to all Holders of Notes and all holders of Pari Passu Debt (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase Company consummate a Collateral Asset Sale, the maximum principal amount of Notes and any Pari Passu Debt 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 (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC (Issuers or such Restricted Subsidiary, as Subsidiary may be required to redeem the case may be) may use any remaining Notes with Collateral Excess Proceeds for general corporate purposes. If the aggregate principal amount in excess of Notes and Pari Passu Debt surrendered by the holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt to be purchased on a pro rata basis$10.0 million. Holders of Notes that are the subject of an offer to purchase will receive an a Collateral Asset Sale Offer from ACC the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes. (c) As provided in Section 4.11 of the Indenture, after the Issuers or a Restricted Subsidiary of the Company consummate a Non-Collateral Asset Sale, the Issuers or such Restricted Subsidiary may be required to redeem the Notes with Non-Collateral Excess Proceeds in excess of $10.0 million. Holders of Notes that are the subject of an offer to purchase will receive a Non-Collateral Asset Sale 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 the Notes. (d) As provided in Section 4.12 of the Indenture, after the Issuers or a Restricted Subsidiary of the Company experience certain Events of Loss, the Issuers or such Restricted Subsidiary may be required to redeem the Notes with Excess Loss Proceeds in excess of $10.0 million. Holders of Notes that are the subject of an offer to purchase will receive an Excess Loss 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 the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of each Holder will have the Notes is given within 30 days after right to require the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required to make an offer (a "Change of Control Offer") Company to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder's Notes ’s Notes, pursuant to an offer that the Company will make to all Holders at a purchase price equal to 101% of the aggregate principal amount thereofamount, plus accrued and unpaid interest thereon(including special interest, if any, ) thereon to the date of purchase (purchase, subject to the "Change rights of Control Payment")Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. On Subject to the last Business Day exceptions in Section 4.15 of the fiscal quarter of ACC next Indenture, within thirty days following the occurrence of a any Change of Control, ACC shall the Company will mail a notice to each Holder with a copy to the Trustee setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days 15 days of each date on the periods specified in Section 4.10(a)(3) of the Indenture, after which the aggregate amount of Excess Proceeds exceeds $5.0 25.0 million, ACC shall the Company will commence an offer to all Holders of Notes and all and, at the Company’s option, holders of Pari Passu Debt 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 redeem at a purchase price of 100% of the aggregate principal amount thereof, plus accrued and unpaid interest (including special interest, if any) to the Purchase Date with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereon(including special interest, if any, ) thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and Pari Passu Debt other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC the Company (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt such other pari passu Indebtedness to be purchased on a pro rata basis. . (c) Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer from ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl Triggering Event, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall Issuers 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 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price in cash equal to 101% (or, at the election of PBFX, a higher percentage) of the aggregate principal amount thereof, plus accrued and unpaid interest thereonand Special Interest, if any, to on the Notes repurchased to, but excluding, the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of ControlControl Triggering Event, ACC shall the Issuers will mail or deliver via electronic transmission a notice to each Holder with a copy to the Trustee setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Issuers or a Restricted Subsidiary of PBFX consummates any Asset Sales, within five Business Days of each days after the date on which the aggregate amount of Excess Proceeds exceeds $5.0 million50.0 million (or, ACC shall at the Issuers’ option, any earlier date), the Issuers will commence an offer pursuant to Section 3.09 of the Indenture to purchase or redeem debt in an amount equal to such Excess Proceeds to (x) all Holders of Notes and all holders (y) to the extent any other Indebtedness that is pari passu in right of Pari Passu Debt payment with the Notes contains provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem such Indebtedness with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant and such provisions require the Issuers to Section 3.10 make such an offer, to all Holders of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt that may be purchased out of the Excess Proceeds, such other pari passu Indebtedness at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereonand Special Interest, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes and Pari Passu Debt other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC PBFX (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt the representative of such other pari passu Indebtedness will select such 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 ACC the Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required to 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 thereofof $1,000) of each that Holder's ’s Notes at pursuant to a purchase price Change of Control Offer on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount thereof, of notes repurchased plus accrued and unpaid interest thereonand Liquidated Damages, if any, on the notes repurchased to the date of purchase purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (in either case, the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within ten days following the occurrence of a any Change of Control, ACC shall the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to If the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 10.0 million, ACC shall the Company will commence an offer to all Holders of Notes and all holders of Pari Passu Debt other Indebtedness that is part passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereonand Liquidated Damages, if any, to the date of purchase, and in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and Pari Passu Debt other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC the Company (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset 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 Sale Offer from ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall 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 or an 2,000 and integral multiple thereofmultiples of $1,000) of each Holder's ’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereoninterest, if any, thereon to the date of purchase purchase, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date (the "“Change of Control Payment"”). On the last Within 10 Business Day of the fiscal quarter of ACC next Days following the occurrence of a any Change of ControlControl or, ACC shall mail at the Company’s option, prior to such Change of Control but after public announcement thereof, the Company 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. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any an Asset Sale pursuant to Section 4.18 (“Asset Sales”) of the Indenture, within five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 millionCompany, ACC shall in circumstances specified in the Indenture, may be required to commence an offer to all Holders of Notes and all holders Holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 (“Offer to Purchase by Application of Excess Proceeds”) of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereoninterest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt to be purchased on a pro rata basisIndenture. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from ACC the Company prior to any related purchase date Purchase Date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required to Company 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 thereofof $1,000) of each 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 thereonand Additional Interest, if any, to on the Notes repurchased to, but not including, the date of purchase (purchase, subject to the "Change rights of Control Payment")Holders on the relevant record date to receive interest due on the relevant interest payment date. On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC Holdings or a Restricted Subsidiary of Holdings consummates any Asset Sales, within five ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 15.0 million, ACC shall the Company will commence an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 4.10 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereonand Additional Interest, if any, to thereon to, but excluding, the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that any Excess Proceeds remain after the aggregate amount consummation of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than Offer, the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) Company may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt such 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 ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled entitled "Option of Holder to Elect Purchase" on the reverse of attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, unless irrevocable notice each Holder of redemption for all of Notes will have the Notes is given within 30 days after right to require the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required Company to make an offer (a "“Change of Control Offer"”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder's ’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 thereoninterest, if any, on the Notes repurchased to the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall mail the Company will deliver (including by electronic means) a notice to each Holder setting forth Holder, with a copy to the procedures governing Trustee, describing the transaction or transactions that constitute the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Company or a Restricted Subsidiary Guarantor consummates any Asset Sales, within five Business Days days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 10.0 million, ACC shall the Company will commence an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 and 4.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer will be equal to 100% percentages corresponding to the applicable optional redemption price in effect on the repurchase date, and for periods prior to February 1, 2024, the first optional redemption price of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereoninterest, if any, to the date of purchase, and will be payable in cash, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and Pari Passu Debt other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC the Company (or such Restricted Subsidiary, as the case may beGuarantor) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt such 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 ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl occurs, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required to 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 thereofof $1,000 in excess of $1,000) of each that Holder's ’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 interest thereonand Liquidated Damages, if any, on the Floating Rate Notes repurchased to the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall the Issuers will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Issuers or a Restricted Subsidiary of the Issuers consummates any Asset Sales, within five Business Days 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 10.0 million, ACC shall MagnaChip will commence an offer to all Holders of Floating Rate Notes and all holders of Pari Passu Debt other Indebtedness that is pari passu with the Floating Rate Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Floating Rate Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereonand Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Floating Rate Notes and Pari Passu Debt other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC MagnaChip (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Floating Rate Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Floating Rate Notes and Pari Passu Debt such other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Floating Rate Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from ACC the Issuers prior to any related purchase date and may elect to have such Floating Rate Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on ” attached to the reverse of the Floating Rate Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl occurs, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Company will make a Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required Offer to make an offer (a "Change of Control Offer") each Holder to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of each Holder's ’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereonon the Notes repurchased, if any, to to, but not including, the date of purchase (purchase, subject to the "Change of Control Payment"). On the last Business Day rights of the fiscal quarter of ACC next following Holders on the occurrence of a Change of Control, ACC shall mail a notice relevant record date to each Holder setting forth receive interest due on the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenturerelevant interest payment date. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days of each date on in which the aggregate amount of Excess Proceeds exceeds $5.0 million, ACC shall commence not theretofore subject to an offer Offer to all Holders of Notes and all holders of Pari Passu Debt (an "Asset Sale Offer") Purchase pursuant to Section 3.10 4.10 of the Indenture totals at least $50.0 million, the Company must commence, not later than the last Business Day of the month in which such Excess Proceeds exceed $50.0 million, and consummate an Offer to purchase Purchase from the maximum Holders (and, if required by the terms of any Pari Passu Indebtedness, from the holders of such Pari Passu Indebtedness) on a pro rata basis an aggregate principal amount of Notes (and any Pari Passu Debt that may be purchased out of Indebtedness) equal to the Excess ProceedsProceeds on such date, at an offer a purchase price in cash in an amount equal to 100% of the their principal amount amount, plus, in each case, accrued interest (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereon, if any, ) to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicablePayment Date. To the extent that the aggregate amount any Excess Proceeds remain after consummation of Notes and Pari Passu Debt tendered an Offer to Purchase pursuant to an Asset Sale Offer is less than Section 4.10 of the Excess ProceedsIndenture, ACC (or such Restricted Subsidiary, as the case may be) Company may use any remaining those Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered any purpose not otherwise prohibited by the holders thereof exceeds Indenture and the amount of Excess Proceeds shall be reset to zero. Pending the final application of any Net Proceeds, the Trustee shall select Company may temporarily reduce revolving credit borrowings or otherwise invest the Notes and Pari Passu Debt to be purchased on a pro rata basis. Holders of Notes Net Proceeds in any manner that are is not prohibited by the subject of an offer to purchase will receive an Asset Sale Offer from ACC prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "Option of Holder to Elect Purchase" on the reverse of the NotesIndenture.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC Company shall be required to make an offer (a "“Change of Control Offer"”) to each Holder to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder's ’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 thereoninterest, if any, to on the Notes repurchased to, but excluding, the date of purchase purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC the Company shall mail send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall . (a) to If the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days thirty days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 25.0 million, ACC unless waived or modified with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, the Company shall commence an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to in accordance with Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer shall be equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereoninterest, if any, to the date of purchase, and shall be payable in cash, in accordance with the procedures set forth in the Indenture and Indenture. If any Excess Proceeds remain after the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount consummation of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than Offer, the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) Company may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee Company shall select the Notes and Pari Passu Debt such 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 shall receive an Asset Sale Offer from ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required to Company will make an offer (a "“Change of Control Offer"”) to each Holder to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder's ’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 thereoninterest, if any, to on the Notes repurchased to, but excluding, the date of purchase purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall mail the Company will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days twenty days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 75.0 million, ACC shall unless waived or modified with the consent of the holders of at least a majority in aggregate principal amount of the Notes then outstanding, the Company will commence an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to in accordance with Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereoninterest, if any, to to, but excluding, the date of purchase, and will be payable in cash, in accordance with the procedures set forth in the Indenture and Indenture. If any Excess Proceeds remain after the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount consummation of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than Offer, the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) Company may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall Company will select the Notes and Pari Passu Debt such 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 ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Each Holder of Notes will have the right to require the Issuers to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder's Notes on May 1, 2014, and on each one year anniversary thereafter, for a Change payment in cash equal to 100% of Controlthe principal amount thereof, unless irrevocable plus accrued and unpaid interest and Liquidated Damages, if any, to, but excluding, the date of repurchase. A Holder may deliver its written notice of redemption for all its election to exercise its put option pursuant to Section 3.10 of the Notes is given within 30 Indenture no more than 120 days after and no fewer than 90 days before May 1 of each such year. (b) Upon the occurrence of such a Change of Control in accordance with Control, the provisions of Article Three of the Indenture, ACC shall Issuers will be required to make an offer (a "Change of in 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, thereof plus accrued and unpaid interest thereonand Liquidated Damages, if any, to thereon to, but excluding, the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the "Change of in Control Payment"). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of in Control, ACC shall the Issuers will mail a notice to each Holder setting forth the procedures governing the Change of in Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (bc) If ACC Midwest or a Restricted Subsidiary of Midwest consummates any Asset Sales, within five Business Days of each date on which when the aggregate amount of Excess Proceeds exceeds $5.0 25.0 million, ACC shall Midwest will commence an offer to all Holders of Notes and all holders of Pari Passu Debt Parity Lien Obligations containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets, casualty events or condemnation events (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and any Pari Passu Debt such Parity Lien Obligations that may be purchased out of the Excess Proceeds, Proceeds remaining after any required application of such Excess Proceeds to the repayment of Priority Lien Obligations at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereonand Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate principal amount of Notes (including any Additional Notes) and Pari Passu Debt Parity Lien Obligations tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC Midwest (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other Parity Lien Obligations tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt such Parity Lien Obligations 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 ACC Midwest prior to any related purchase date and may elect to have such Notes purchased by completing the form titled entitled "Option of Holder to Elect Purchase" on the reverse of attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of each Holder will have the Notes is given within 30 days after the occurrence of such Change of Control right, except as provided below and in accordance with the provisions of Article Three of the Indenture, ACC shall be required to require the Company to make an offer (a "“Change of Control Offer"”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of each that Holder's ’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof, of Notes repurchased plus accrued and unpaid interest thereoninterest, if any, on the Notes repurchased to the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall mail the Company will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior The Company will not be required to make a Change of Control Offer upon a Change of Control, if (i) a third party makes the commencement 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 the Change of Control Offer, but (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 event within 90 days after the occurrence of a Change of Control, ACC shall the Company has made an offer to purchase (aan “Alternate Offer”) any and all Notes validly tendered at a cash price equal to or higher than the extent then required to be repaid, repay Change of Control Payment and has purchased all Notes properly tendered in full all outstanding Senior Debt, or (b) obtain accordance with the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 terms of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the IndentureAlternate Offer. (b) If ACC the Company or a Restricted Subsidiary consummates any Asset Sales, within five ten Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 30.0 million, ACC shall the Issuers will commence an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders other Priority Lien Debt to purchase, prepay or redeem with the Net Proceeds of Pari Passu Debt (an "such Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase Sales the maximum principal amount of Notes and any Pari Passu other Priority 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 purchased, prepaid or redeemed out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereoninterest, if any, to the date of purchaserepurchase, prepayment or redemption, in accordance with the procedures set forth in the Indenture and subject to the agreements governing such Pari Passu Debt, as applicablerights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than Offer, the Excess Proceeds, ACC (Company or such any of its Restricted Subsidiary, as the case may be) Subsidiaries may use any remaining such Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu or other Priority Lien Debt surrendered by the holders thereof tendered in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu the Trustee or agent for such other Priority Lien Debt to be purchased on a pro rata basisbasis (except that any Notes represented in the form of a Global Note will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law). Holders of Notes that are the subject of an offer to purchase will receive notice of an Asset Sale Offer from ACC the Company prior to any related purchase purchase, prepayment or redemption date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall 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 thereofof $1,000) of each 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 thereonand Liquidated Damages, if any, on the Notes repurchased to the date of purchase (repurchase, the "Change of Control Payment"). On the last Business Day of the fiscal quarter of ACC next Within 60 days following the occurrence of a any Change of Control, ACC shall the Company will mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 10.0 million, ACC shall the Company will commence an offer to all Holders of Notes and all holders of Pari Passu Debt (an "Asset Sale Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereonand Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC the Company (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt 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 ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled entitled "Option of Holder to Elect Purchase" on the reverse of attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of each Holder will have the Notes is given within 30 days after right to require the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required to make an offer (a "Change of Control Offer") Company to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of each that Holder's Notes Notes, pursuant to an offer that the Company will make to all Holders at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereonand Liquidated Damages, if any, thereon to the date of purchase (purchase, subject to the "Change rights of Control Payment")Holders on the relevant record date to receive interest due on the relevant interest payment date. On Subject to the last Business Day exceptions in Section 4.15 of the fiscal quarter of ACC next Indenture, within thirty days following the occurrence of a any Change of Control, ACC shall the Company will mail a notice to each Holder with a copy to the Trustee setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any Asset SalesDispositions, within five Business Days 15 days of each date on the periods specified in Section 4.10(3)(A) and (B) of the Indenture, after which the aggregate amount of Excess Proceeds exceeds $5.0 millionexist, ACC shall the Company will commence an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem at a purchase price of 100% of the principal amount thereof, plus accrued and unpaid interest to the Purchase Date, and liquidated damages, if any, with the proceeds of sales of assets (an "Asset Sale Disposition Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereonand Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and Pari Passu Debt other pari passu Indebtedness tendered pursuant to an Asset Sale Disposition Offer is less than the Excess Proceeds, ACC the Company (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Disposition Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt such 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 ACC prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "Option of Holder to Elect Purchase" on the reverse of the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of each Holder will have the Notes is given within 30 days after right to require the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required to make an offer (a "Change of Control Offer") Company to repurchase all or any part (equal to $1,000 or an integral multiple thereofof $1,000) of each that Holder's Notes Notes, pursuant to an offer that the Company will make to all Holders at a purchase A1-3 price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereonand Liquidated Damages, if any, thereon to the date of purchase (purchase, subject to the "Change rights of Control Payment")Holders on the relevant record date to receive interest due on the relevant interest payment date. On Subject to the last Business Day exceptions in Section 4.15 of the fiscal quarter of ACC next Indenture, within thirty days following the occurrence of a any Change of Control, ACC shall the Company will mail a notice to each Holder with a copy to the Trustee setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any Asset SalesDispositions, within five Business Days 15 days of each date on the periods specified in Section 4.10(3)(A) and (B) of the Indenture, after which the aggregate amount of Excess Proceeds exceeds $5.0 millionexist, ACC shall the Company will commence an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem at a purchase price of 100% of the principal amount thereof, plus accrued and unpaid interest to the Purchase Date, and liquidated damages, if any, with the proceeds of sales of assets (an "Asset Sale Disposition Offer") pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereonand Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and Pari Passu Debt other pari passu Indebtedness tendered pursuant to an Asset Sale Disposition Offer is less than the Excess Proceeds, ACC the Company (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Disposition Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt such 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 ACC prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "Option of Holder to Elect Purchase" on the reverse of the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, unless irrevocable notice each Holder of redemption for all of Notes will have the Notes is given within 30 days after right to require the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required Company to make an offer (a "“Change of Control Offer"”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder's ’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 thereonand Special Interest, if any, on the Notes repurchased, to the date of purchase (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall mail the Company will deliver a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC or a Restricted Subsidiary consummates any In the event of an Asset SalesDisposition that requires the purchase of Notes (and other Junior Stock Secured Debt), within five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, ACC shall commence Company will purchase Notes tendered pursuant to an offer to all Holders of Notes and all holders of Pari Passu Debt (an "“Asset Sale Disposition Offer"”) pursuant to Section 3.10 by the Company for the Notes (and such other Junior Stock Secured Debt) at a purchase price of the Indenture to purchase the maximum 100% of their principal amount of Notes and any Pari Passu (or, in the event such other Junior Stock Secured Debt that may be purchased out of the Excess Proceedswas issued with significant original issue discount, at an offer price in cash in an amount equal to 100% of the principal amount (or accreted valuevalue thereof), as applicable) thereofwithout premium, plus accrued and but unpaid interest thereonand Special Interest, if anyany (or, in respect of such other Junior Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the date terms of purchasesuch other Junior Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 of the Indenture and the agreements governing Thirtieth Supplemental Indenture. Net Available Cash available for such Pari Passu Debt, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt 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 ACC prior Notes (and other Junior Stock Secured Debt) pursuant to any related purchase date and may elect to have such Notes purchased by completing the form titled "Option of Holder to Elect Purchase" on the reverse Section 4.6 of the Notes.Thirtieth Supplemental Indenture will be deemed reduced to the extent that an offer to purchase has been made to holders of First-Priority Stock Secured Debt, provided that if such offer is later canceled or terminated for any reason before such Net Available Cash is applied, then Net Available Cash shall again be increased with respect to the amount of such offer to purchase First-

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall Company will be required to make an offer (a "“Change of Control Offer"”) of payment (the “Change of Control Payment”) to each Holder to repurchase all or any part (equal to $100,000 and integral multiples pf $1,000 or an integral multiple in excess thereof) of each Holder's ’s Notes at a purchase price in cash equal to not less than 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereonand Additional Interest, if any, thereon to the date of purchase repurchase (the "“Change of Control Payment"Payment Date,” which date will be no earlier than the date of such Change of Control). On the last Business Day of the fiscal quarter of ACC next No later than 30 days following the occurrence of a any Change of Control, ACC shall the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC on any date, the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days of each date on which Sales whereby the aggregate amount of Excess Proceeds from such Asset Sale exceeds $5.0 25.0 million, ACC shall then within ten Business Days after such date, the Company will commence an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of Pari Passu Debt (an "Asset Sale Offer") 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 redeem with the proceeds of sales of assets pursuant to Section 3.10 3.09 of the Indenture Indenture, to purchase the maximum principal amount of Notes (including any Additional Notes) and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereonand Additional Interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and Pari Passu Debt other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC the Company (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt such 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 ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required to Company will make an offer (a "“Change of Control Offer"”) to each Holder to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder's ’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 thereoninterest, if any, on the Notes repurchased to the date of purchase purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall mail the Company will send a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days thirty days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 25.0 million, ACC shall unless waived or modified with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, the Company will commence an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to in accordance with Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereoninterest, if any, to the date of purchase, and will be payable in cash, in accordance with the procedures set forth in the Indenture and Indenture. If any Excess Proceeds remain after the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount consummation of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than Offer, the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) Company may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall Company will select the Notes and Pari Passu Debt such 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 ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall Issuers 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 2,000 or an integral multiple of $1,000 in excess thereof) of each Holder's ’s Notes at a purchase price in cash equal to at least 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereonand Liquidated Damages, if any, to to, but excluding, the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall the Issuers will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to In the commencement event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer, but in any event within 90 days after Offer and Targa Resources Partners (or the occurrence of a third party making the Change of ControlControl Offer as provided in Section 4.15(c) of the Indenture) purchases all of the Notes held by such Holders, ACC shall (a) Targa Resources Partners will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer described above, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment plus, to the extent then required to be repaidnot included in the Change of Control Payment, repay in full all outstanding Senior Debt, or (b) obtain the requisite consentsaccrued and unpaid interest and Liquidated Damages, if any, under agreements governing all such Senior Debt on the Notes that remain outstanding, to, but excluding, the date of redemption (subject to permit 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 redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenturedate). (b) If ACC the Issuers or a Restricted Subsidiary of Targa Resources Partners consummates any Asset Sales, within five Business Days days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 25.0 million, ACC shall Targa Resources Partners will commence an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereonand Liquidated Damages, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes and Pari Passu Debt other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC the Targa Resources Partners (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select then the Notes and Pari Passu Debt to such other pari passu Indebtedness shall be purchased on a pro rata basis. Holders of Definitive Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from ACC prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Unless (i) the Issuers have previously or concurrently mailed a redemption notice with respect to all outstanding Notes pursuant to Section 3.07 of the Indenture and all conditions precedent applicable to such redemption notice have been satisfied or (ii) a third party makes an Offer to Purchase the Notes in the manner, at the time and otherwise in compliance with the requirements set forth in the Indenture and purchases all Notes validly tendered and not withdrawn under such Offer to Purchase, the Issuers must commence, within 30 days of the occurrence of a Change of Control, unless irrevocable notice of redemption an Offer to Purchase for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenturethen outstanding, ACC shall 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 equal to 101% of the principal amount thereofof the Notes, plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchase (the "Change of Control Payment"). On the last Business Day of the fiscal quarter of ACC next following the occurrence of a Change of Control, ACC shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offerto, but in any event within 90 days after excluding, the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the IndenturePayment Date. (b) If ACC the Operating Partnership or a Restricted Subsidiary of the Operating Partnership consummates any Asset Sales, within five Business Days if, as of each date on which the first day of any calendar month, the aggregate amount of Excess Proceeds exceeds not previously subject to an Offer to Purchase pursuant to Section 4.10 of the Indenture totals more than $5.0 25.0 million, ACC shall commence the Issuers must commence, not later than the fifteenth Business Day of such month, and consummate an offer Offer to all Purchase from the Holders of the Notes and all holders of other Pari Passu Debt (an "Asset Sale Offer") pursuant Indebtedness containing provisions similar to those set forth in Section 3.10 4.10 of the Indenture with respect to offers to purchase or redeem with the maximum proceeds of sales of assets, on a pro rata basis, an aggregate principal amount of Notes and any such other Pari Passu Debt that may be purchased out of Indebtedness equal to the Excess ProceedsProceeds on such date, at an offer a purchase price in cash in an amount equal to 100% of the principal amount of the Notes and such other Pari Passu Indebtedness (or or, in the case of such pari passu Indebtedness represented by securities sold at a discount, not more than the accreted valuevalue thereof at such time), as applicable) thereofplus, plus in each case, accrued and unpaid interest thereoninterest, if any, to the date of purchaseto, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof exceeds the amount of Excess Proceedsbut excluding, the Trustee shall select the Notes and Pari Passu Debt 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 ACC prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "Option of Holder to Elect Purchase" on the reverse of the NotesPayment Date.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required to Company will make an offer (a "“Change of Control Offer"”) to each Holder to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 thereof) of each that Holder's ’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 thereonand Additional Interest, if any, on the Notes repurchased to the date of purchase purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days twenty days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 25.0 million, ACC shall unless waived or modified with the consent of the holders of at least a majority in aggregate principal amount of the Notes then outstanding, the Company will commence an offer to all Holders of Notes and all holders of Pari Passu Debt 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 redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to in accordance with Section 3.10 3.09 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchase, and will be payable in cash, in accordance with the procedures set forth in the Indenture and Indenture. If any Excess Proceeds remain after the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount consummation of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than Offer, the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) Company may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall Company will select the Notes and Pari Passu Debt such 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 ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of ControlControl Triggering Event, unless irrevocable notice of redemption for all of the Notes is given within 30 days after the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall 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 2,000 or an integral multiple thereofof $1,000) of each such Holder's ’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereonthereon to, if anybut not including, to the date of purchase purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date for periods prior to such repurchase date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of ControlControl Triggering Event, ACC shall mail the Company will send a notice to each Holder and the Trustee describing the transaction or transactions and identify the ratings decline that together constitute the Change of Control Triggering Event and setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Supplemental Indenture. (b) If ACC the Company or a Restricted Subsidiary of the Company consummates any Asset Sales, within five Business Days twenty days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 20.0 million, ACC shall the Company will commence an offer to all Holders of Notes and all holders of Pari Passu Debt other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Supplemental Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "“Asset Sale Offer"”) pursuant to Section 3.10 3.09 of the Supplemental Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and any Pari Passu Debt such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, of the Notes and such other pari passu Indebtedness that may be purchased with Excess Proceeds thereof plus accrued and unpaid interest thereonthereon to, if anybut not including, to the date of consummation of the purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableSupplemental Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and Pari Passu Debt other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC the Company (or such Restricted Subsidiary, as the case may be) may use such deficiency for any remaining Excess Proceeds for general corporate purposespurpose not otherwise prohibited by the Supplemental Indenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt the Company shall select such other pari passu Indebtedness to be purchased on a pro rata basisbasis (or, in the case of Global Notes, based on a method that most nearly approximates a pro rata selection as the Trustee deems fair and appropriate) unless otherwise required by law or applicable stock exchange or depository requirements. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from ACC the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "entitled “Option of Holder to Elect Purchase" on the reverse of ” attached to the Notes.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, unless irrevocable notice each Holder of redemption for all of Notes will have the Notes is given within 30 days after right to require the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required Company to make an offer (a "“Change of Control Offer"”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 in excess thereof) of each that Holder's ’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 thereonand Special Interest, if any, on the Notes repurchased, to the date of purchase (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall mail the Company will deliver a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC or a Restricted Subsidiary consummates any In the event of an Asset SalesDisposition that requires the purchase of Notes (and other Junior Stock Secured Debt), within five Business Days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, ACC shall commence Company will purchase Notes tendered pursuant to an offer to all Holders of Notes and all holders of Pari Passu Debt (an "“Asset Sale Disposition Offer"”) pursuant to Section 3.10 by the Company for the Notes (and such other Junior Stock Secured Debt) at a purchase price of the Indenture to purchase the maximum 100% of their principal amount of Notes and any Pari Passu (or, in the event such other Junior Stock Secured Debt that may be purchased out of the Excess Proceedswas issued with significant original issue discount, at an offer price in cash in an amount equal to 100% of the principal amount (or accreted valuevalue thereof), as applicable) thereofwithout premium, plus accrued and but unpaid interest thereonand Special Interest, if anyany (or, in respect of such other Junior Stock Secured Debt, such other price, not to exceed 100%, as may be provided for by the date terms of purchasesuch other Junior Stock Secured Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.3 of the Indenture and the agreements governing Twenty-Eighth Supplemental Indenture. Net Available Cash available for such Pari Passu Debt, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by the holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase Notes (and other Junior Stock Secured Debt) pursuant to this covenant will receive be deemed reduced to the extent that an Asset Sale Offer from ACC prior offer to purchase has been made to holders of First-Priority Stock Secured Debt, provided that if such offer is later canceled or terminated for any related reason before such Net Available Cash is applied, then Net Available Cash shall again be increased with respect to the amount of such offer to purchase date and may elect to have such Notes purchased by completing the form titled "Option of Holder to Elect Purchase" on the reverse of the Notes.First-

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of ControlControl (as defined in the Indenture), unless irrevocable the Issuer has previously or concurrently sent a redemption notice with respect to all the outstanding Notes pursuant to Section 3.07 of redemption for the Indenture, the Issuer will make an offer to purchase all of the Notes is given within 30 days after pursuant to the occurrence of such Change of Control in accordance with offer described below (the provisions of Article Three of the Indenture, ACC shall 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 (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereonand Additional Amounts, if any, to to, but excluding, the date of purchase (purchase, subject to the "Change right of Control Payment"). On the last Business Day Holders of the fiscal quarter Notes of ACC next record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the purchase date. Within 60 days following the occurrence of a any Change of Control, ACC shall mail a the Issuer will send notice to each Holder setting forth the procedures governing the of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of Euroclear and Clearstream as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC Any Net Proceeds from the Asset Sale that are not invested or a Restricted Subsidiary consummates any applied as provided and within the time period set forth in Section 4.10(b) will be deemed to constitute “Excess Proceeds.” On the 366th day from the later of (A) the date of such Asset SalesSale and (B) the receipt of such Net Proceeds in connection with the Asset Sale, within five Business Days of each or at such earlier date on which that the Issuer elects, if the aggregate amount of Excess Proceeds exceeds $5.0 €30.0 million, ACC the Issuer shall commence make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of Indebtedness that ranks pari passu with the Notes (“Pari Passu Debt (an "Asset Sale Offer") pursuant passu Indebtedness”), to Section 3.10 of the Indenture extent required by the terms thereof to purchase the maximum aggregate principal amount of Notes and any such Pari Passu Debt passu Indebtedness that, in the case of the Notes, is in an amount equal to at least €100,000, or an integral multiple of €1,000 thereafter, that may be purchased out of the Excess Proceeds, Proceeds at an offer price price, in the case of the Notes, in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest thereonand Additional Amounts, if any, to the date fixed for the closing of purchasesuch offer, and in the case of any other Pari passu Indebtedness at the offer price required by the terms thereof but not to exceed 100% of the principal amount thereof (or accreted value thereof, if less), plus accrued and unpaid interest and Additional Amounts, if any, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicableIndenture. To the extent that the aggregate amount of Notes and Pari Passu Debt tendered pursuant to The Issuer will commence an Asset Sale Offer is less than the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) may use any remaining with respect to Excess Proceeds for general corporate purposes. If within ten Business Days after the aggregate principal amount of Notes and Pari Passu Debt surrendered date that Excess Proceeds exceed €30.0 million by delivering the holders thereof exceeds notice to Holders required pursuant to the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt 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 ACC prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "Option of Holder to Elect Purchase" on the reverse terms of the NotesIndenture, with a copy to the Trustee.

REPURCHASE AT THE OPTION OF HOLDER. (a) If there is Upon the occurrence of a Change of Control, unless irrevocable notice each Holder of redemption for all of Notes will have the Notes is given within 30 days after right to require the occurrence of such Change of Control in accordance with the provisions of Article Three of the Indenture, ACC shall be required Issuer to make an offer (a "“Change of Control Offer"”) to repurchase all or any part (equal to $1,000 2,000 or an integral multiple thereofof $1,000 in excess of $2,000) of each that Holder's ’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 thereoninterest, if anyany on the Notes repurchased to, to but not including, the date of purchase purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date (the "“Change of Control Payment"”). On the last Business Day of the fiscal quarter of ACC next Within 30 days following the occurrence of a any Change of Control, ACC shall the Issuer will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. Prior to the commencement of a Change of Control Offer, but in any event within 90 days after the occurrence of a Change of Control, ACC shall (a) to the extent then required to be repaid, repay in full all outstanding Senior Debt, or (b) obtain the requisite consents, if any, under agreements governing all such Senior Debt to permit the redemption of Notes as provided for in Section 4.15 of the Indenture. ACC shall first comply with the requirements of the preceding sentence before it shall be required to repurchase Notes pursuant to Section 4.15 of the Indenture. (b) If ACC the Issuer or a Restricted Subsidiary of the Issuer consummates any Asset Sales, within five ten Business Days of each date on which after the aggregate amount of Excess Proceeds exceeds $5.0 250.0 million, ACC shall commence the Issuer will make an offer to all Holders of Notes and all holders of Pari Passu Debt (an "“Asset Sale Offer"”) pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes and any Pari Passu Debt that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, thereof plus accrued and unpaid interest thereonthereon to, if anybut not including, to the date of purchase, in accordance with the procedures set forth in the Indenture and the agreements governing such Pari Passu Debt, as applicable. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes and Pari Passu Debt tendered pursuant to an Asset Sale Offer is less than Offer, the Excess Proceeds, ACC (or such Restricted Subsidiary, as the case may be) Issuer may use any remaining those Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of purchase price for the Notes and Pari Passu Debt surrendered by the holders thereof tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall will select the Notes and Pari Passu Debt to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Any Asset Sale Offer will be conducted in accordance with the procedures specified in Section 3.09 of the Indenture. (c) Holders of Notes that are the subject of an offer to purchase will receive a Change of Control Offer or an Asset Sale Offer (each, an “Offer to Purchase”), will receive notice of an Offer to Purchase from ACC the Issuer prior to any related purchase date and may elect to have such Notes purchased by completing the form titled "“Option of Holder to Elect Purchase" on the reverse of the Notes” appearing below.