Common use of Repurchase Offers Clause in Contracts

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections 4.10 5(j) and 4.14 5(o) hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “"Repurchase Offer”"), it shall follow the procedures specified below. : (1) The Repurchase Offer shall remain open for a period of 20 Business Days not less than 30 days and not more than 60 days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 5(j) and 4.14 5(o) hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. . (2) If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. . (3) Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, postage prepaid, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (iA) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 5(j) or Section 4.14 5(o) hereof, and the length of time the Repurchase Offer shall remain open; (iiB) the Offer Amount, the purchase price and the Purchase Date; (iiiC) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if anyinterest; (ivD) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (vE) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (viF) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositarya depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (viiG) that Holders shall be entitled to withdraw their election if the Company, the Depositary Company or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Periodoffer period of the Repurchase Offer, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his its election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ixH) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). . (4) On the Purchase Date, the Company shall, to the extent lawful, accept for payment, payment on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary Company or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate Note and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. . (5) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Excess Proceeds Offer. . (6) Other than as specifically provided in this Section 3.08Section, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 4(a) through 3.06 4(f) hereof.

Repurchase Offers. (i) In the event that, pursuant to Sections 4.10 and 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice offer to purchase for cash at the Repurchase Price all Warrants outstanding on the Notice Date for such Repurchase Offer that are properly tendered to the Trustee and each of the Holders, with a copy Warrant Agent on or prior to the Trustee. The notice shall contain all instructions and materials necessary to enable Final Surrender Time for such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open;. (ii) Each Holder may, but shall not be obligated to, accept such Repurchase Offer by tendering to the Offer AmountWarrant Agent, on or prior to the Final Surrender Time for such Repurchase Offer, the purchase price Warrant Certificates evidencing the Warrants such Holder desires to have repurchased in such offer, together with a completed Certificate for Surrender in substantially the form attached to the Warrant Certificate. A Holder may withdraw all or a portion of the Warrants tendered to the Warrant Agent at any time prior to the Final Surrender Time for such Repurchase Offer. If less than all the Warrants represented by a Warrant Certificate shall be tendered, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which shall not be tendered shall be executed by the Company and delivered to the Warrant Agent and the Purchase Date; (iii) that any Note not tendered Warrant Agent shall countersign the new Warrant Certificate, registered in such name or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments names as may be deemed appropriate directed in writing by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tenderedHolder, and shall deliver the new Warrant Certificate to the Trustee an Officers’ Certificate stating Person or Persons entitled to receive the same; provided that the Holder of such Notes (or portions thereof) were accepted Warrants shall be responsible for the payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, any transfer taxes required as the case may be, shall promptly (but result of any change in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price ownership of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereofWarrants.

Repurchase Offers. In the event that, pursuant to Sections Section 4.10 and 4.14 or 4.15 hereof, the Company Issuers shall be required to commence an offer to all the Holders to purchase all or a portion of their respective Notes (a “Repurchase Offer”), it they shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five (5) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company Issuers shall purchase at the purchase price (as determined in accordance with Section 4.10 or Section 4.15, as the case may be) the maximum principal amount of Notes that are required to be purchased pursuant to Sections Section 4.10 and 4.14 hereof or 4.15 hereof, as the case may be, (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. The offer price in any Repurchase Offer will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash. Payment for any Notes so purchased shall be made in cash and in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company Issuers shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (ia) that the Repurchase Offer is being made pursuant to this Section 3.08 3.10 and Section 4.10 or Section 4.14 4.15 hereof, as the case may be, and the length of time the Repurchase Offer shall remain open; (iib) the Offer Amount, the purchase price and the Purchase Date; (iiic) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if anyinterest; (ivd) that, unless the Company defaults Issuers default in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (ve) that Holders electing to have a Note purchased pursuant to a an Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 onlyonly (or if a PIK Payment has been made, in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof); (vif) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the CompanyIssuers, the Depositarya depositary, if appointed by the CompanyIssuers, or a Paying Agent at the address specified in the notice at least three (3) days before the Purchase Date; (viig) that Holders each Holder shall be entitled to withdraw their its election if the CompanyIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holderhis name, the principal amount of the Note the such Holder or holder delivered for purchase and a statement that such Xxxxxx Holder or holder is withdrawing his election to have such Note purchased; (viiih) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with pursuant to the procedures terms of the Depositary Section 3.02 hereof (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchasedpurchased (or if a PIK Payment has been made, in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof)); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections Section 4.10 and 4.14 hereofor Section 4.14, the Company shall be required to commence an offer to all Holders to purchase all or a portion of their respective Notes (a “Repurchase Offer”"REPURCHASE OFFER"), it shall follow the procedures specified in such Sections and, to the extent not inconsistent therewith, the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days no less than 30 days and no more than 60 days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). No later than five three Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections Section 4.10 and or 4.14 hereof (the “Offer Amount”"OFFER AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are madeaccordance with Section 2.03. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and any Liquidated Damages shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, on and after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositarya depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall shall, subject in the case of a Repurchase Offer made pursuant to Section 4.10 to the provisions of Section 4.10, select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 4.15 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”"REPURCHASE OFFER"), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 not less than 30 and not more than 60 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 4.15 hereof (the “Offer Amount”"OFFER AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 4.15 hereof, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositarya depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his its election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with pursuant to the procedures terms of the Depositary Section 3.02 hereof (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, payment on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ ' Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.083.09. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Excess Proceeds Offer. Other than as specifically provided in this Section 3.083.09, any purchase pursuant to this Section 3.08 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 hereof, that the Company shall be required to commence an offer to all Holders to purchase their respective repurchase Notes (a “Repurchase Offer”)"REPURCHASE OFFER") pursuant to Section 4.10 hereof, it an "ASSET SALE OFFER," or pursuant to Section 4.14 hereof, a "CHANGE OF CONTROL OFFER," the Company shall follow the procedures specified below. The Within 30 days following any Change of Control or the date on which the aggregate amount of Excess Proceeds exceeds $5 million pursuant to Section 4.10 hereof, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control or give rise to the Asset Sale Offer and offering to repurchase Notes as required by Section 4.10 hereof, in the case of an Asset Sale Offer, or by Section 4.14 hereof, in the case of a Change of Control Offer, on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "PURCHASE DATE"). A Repurchase Offer shall remain open for a period of 20 twenty (20) Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). No later than five Business Days after On the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections Section 4.10 and hereof, in the case of an Asset Sale Offer, or 4.14 hereof hereof, in the case of a Change of Control Offer (the “Offer Amount”"OFFER AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest or Liquidated Damages, if any, shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the such Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall describe the transaction or transactions that constitute the Change of Control or gave rise to the Asset Sale Offer, as the case may be and shall state: (ia) that the Repurchase Offer is being made pursuant to this Section 3.08 3.09 and Section 4.10 or Section 4.14 hereof, as the case may be, and the length of time the Repurchase Offer shall remain open; (iib) the Offer Amount, the purchase price and the Purchase Date; (iiic) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if anyinterest; (ivd) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (ve) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note Note, duly completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by or the Company, or a Paying Agent at the address specified in the notice at least three days before not later than the Purchase Dateclose of business on the last day of the Offer Period; (viif) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased; (viiig) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee Company shall select the Notes to be purchased on a pro rata PRO RATA basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee Company so that only Notes in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ixh) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a pro rata PRO RATA basis to the extent necessary, the Offer Amount of Notes (or portions thereof) thereof tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, (ii) deliver or cause the Paying Agent or depository, as the case may be, to deliver to the Trustee Notes so accepted and shall (iii) deliver to the Trustee an Officers’ ' Certificate stating that such Notes (or portions thereof) thereof were accepted for payment by the Company in accordance with the terms of this Section 3.083.09. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days two (2) Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder, as the case may be, Holder and accepted by the Company for purchase, plus any accrued and unpaid interest and Liquidated Damages, if any, thereon, and the Company, Company shall promptly issue a new Note. The Trustee, upon written request from and the Company Trustee shall authenticate and mail or deliver such new Note Note, to such Holder, equal in a principal amount at maturity equal to any unpurchased portion of the Note such Holder's Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce in a newspaper of general circulation or in a press release provided to a nationally recognized financial wire service the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.083.09, any purchase pursuant to this Section 3.08 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.01, 3.02, 3.05 and 3.06 hereof.

Repurchase Offers. (i) In the event that, pursuant to Sections 4.10 and 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice offer to purchase for cash at the Repurchase Price all Warrants outstanding on the Notice Date for such Repurchase Offer that are properly tendered to the Trustee and each of the Holders, with a copy Warrant Agent on or prior to the Trustee. The notice shall contain all instructions and materials necessary to enable Final Surrender Time for such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open;. (ii) Each Holder may, but shall not be obligated to, accept such Repurchase Offer by tendering to the Offer AmountWarrant Agent, on or prior to the Final Surrender Time for such Repurchase Offer, the purchase price Warrant Certificates evidencing the Warrants such Holder desires to have repurchased in such offer, together with a completed Certificate for Surrender in substantially the form attached to the Warrant Certificate. A Holder may withdraw all or a portion of the Warrants tendered to the Warrant Agent at any time prior to the Final Surrender Time for such Repurchase Offer. If less than all the Warrants represented by a Warrant Certificate shall be tendered, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which were not tendered shall be executed by the Company and delivered to the Warrant Agent and the Purchase Date; (iii) that any Note not tendered Warrant Agent shall countersign the new Warrant Certificate, registered in such name or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments names as may be deemed appropriate directed in writing by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tenderedHolder, and shall deliver the new Warrant Certificate to the Trustee an Officers’ Certificate stating Person or Persons entitled to receive the same; provided that the Holder of such Notes (or portions thereof) were accepted Warrants shall be responsible for the payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, any transfer taxes required as the case may be, shall promptly (but result of any change in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price ownership of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereofWarrants.

Repurchase Offers. (i) In the event that, pursuant to Sections 4.10 and 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company (or such affiliate) shall send, by first class mail, a notice offer to purchase for cash at the Repurchase Price all Warrants outstanding on the Notice Date for such Repurchase Offer that are properly tendered to the Trustee and each of the Holders, with a copy Warrant Agent on or prior to the Trustee. The notice shall contain all instructions and materials necessary to enable Final Surrender Time for such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open;. (ii) Each Holder may, but shall not be obligated to, accept such Repurchase Offer by tendering to the Offer AmountWarrant Agent, on or prior to the Final Surrender Time for such Repurchase Offer, the purchase price Warrant Certificates evidencing the Warrants such Holder desires to have repurchased in such offer, together with a completed Certificate for Surrender in substantially the form attached to the Warrant Certificate. A Holder may withdraw all or a portion of the Warrants tendered to the Warrant Agent at any time prior to the Final Surrender Time for such Repurchase Offer. If less than all the Warrants represented by a Warrant Certificate shall be tendered, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which shall not be tendered shall be executed by the Company and delivered to the Warrant Agent and the Purchase Date; (iii) that any Note not tendered Warrant Agent shall countersign the new Warrant Certificate, registered in such name or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments names as may be deemed appropriate directed in writing by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tenderedHolder, and shall deliver the new Warrant Certificate to the Trustee an Officers’ Certificate stating Person or Persons entitled to receive the same; PROVIDED that (x) the Holder of such Notes (or portions thereof) were accepted Warrants shall be responsible for the payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, any transfer taxes required as the case may be, shall promptly result of any change in ownership of such Warrants and (but in any case not later than five days after the Purchase Datey) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company shall must comply with the requirements of Rule 14e-1 under the Exchange ActArticle VIII, and any other securities laws and regulations thereunder provision of this Agreement relating to the extent transfer, with respect to any such laws requested registration or regulations are applicable delivery involving such a change in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereofownership.

Repurchase Offers. (a) In the event that, pursuant to Sections 4.10 and 4.14 hereof, that the Company ----------------- shall be required to commence an offer to all Holders to purchase their respective Notes Securities (a “"Repurchase Offer”), it ") pursuant to Section 4.06 hereof (an "Excess Proceeds Offer") or pursuant to Section 4.08 hereof (a "Change of Control Offer") the Company shall follow the procedures specified below. The in this Section 3.09: (i) Within 30 days after (A) a Change of Control (unless (1) the Company is not required to make such offer pursuant to Section 4.08(c) or (2) all Securities have been called for redemption pursuant to Section 3.07(a), 3.07(c) and 3.08 or (B) the Company is required to make an Asset Sale Offer pursuant to Section 4.06, the Company shall (x) commence a Repurchase Offer Offer, which shall remain open for a period of at least 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”). No later than five Business Days after the termination of the Offer Period ") and (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”y) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice Holders which shall contain all instructions and materials necessary to enable such Holders to tender Notes Securities pursuant to the such Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall describe the transaction or transactions that constitute the Change of Control or Asset Sale requiring an Asset Sale Offer, as the case may be, and shall state: (iA) that the Repurchase Offer is being made pursuant to this Section 3.08 3.09 and Section 4.10 4.06 or Section 4.14 hereof4.08, and as the length of time the Repurchase Offer shall remain opencase may be, as applicable; (iiB) the principal amount of Securities required to be purchased pursuant to Section 4.06, in case of an Excess Proceeds Offer, or that the Company is required to offer to purchase all of the outstanding principal amount of Securities, in the case of a Change of Control Offer (such amount, the "Offer Amount"), the purchase price and and, that on the date specified in such notice (the "Purchase Date"), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, the Company shall repurchase all Securities validly tendered and not withdrawn pursuant to this Section 3.09 and Section 4.06 or 4.08, as applicable; (iiiC) that any Note Security not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if anyinterest; (ivD) that, unless the Company defaults in making such payment, any Note (or portion thereof) Securities accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (vE) that Holders electing to have a Note Security purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts all or any portion of $2,000 or in integral multiples of $1,000 onlysuch Security purchased; (viF) that Holders electing to have a Note Security purchased pursuant to any Repurchase Offer shall be required to surrender the NoteSecurity, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note Security, or such other customary documents of surrender and transfer as the Company may reasonably request, duly completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by Depositary or the Company, or a Paying Agent at the address specified in the notice at least three days before prior to the Purchase Date; (viiG) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Security the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his its election to have such Note Security purchased; (viiiH) that, in the case of an Excess Proceeds Offer, if the aggregate principal amount of Notes Securities surrendered by Holders thereof exceeds the Offer Amount, the Trustee Company shall select the Notes Securities to be purchased on a pro rata basis or in accordance with (based upon the procedures of the Depositary (outstanding principal amount thereof), with such adjustments as may be deemed appropriate by the Trustee Company so that only Notes Securities in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and; (ixI) that Holders whose Notes were Securities are purchased only in part shall be issued new Notes Securities equal in principal amount to the unpurchased portion of the Notes Securities surrendered (or transferred by book-entry transfer). ; and (J) the CUSIP number, if any, printed on the Securities being repurchased and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities. (ii) On (or at the Company's election, before) the Purchase Date, the Company shall, (A) to the extent lawful, accept for payment, on a pro rata basis to the extent necessarynecessary in the case of an Excess Proceeds Offer, the Offer Amount of Notes (Securities or portions thereof) thereof tendered pursuant to the Repurchase OfferOffer and not theretofore withdrawn, or if Securities aggregating less than the Offer Amount has have been tendered, all Notes Securities tendered, and shall deliver to the Trustee an Officers’ ' Certificate stating that such Notes (Securities or portions thereof) thereof were accepted for payment by the Company in accordance with the terms of this Section 3.083.09, (B) deposit with the Paying Agent an amount equal to the payment required in respect of all Securities or portions thereof so tendered and (C) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers' Certificate stating the aggregate principal amount of Securities or portions thereof being purchased by the Company. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price Change of Notes Control Payment or the payment due to each respective Holder in respect of the Excess Proceeds Offer, as applicable, with respect to the Securities tendered by such Holder, as the case may be, Holder and accepted by the Company for purchase, and the Company, Company shall promptly issue a new Note. The Security, and the Trustee, upon written request from the Company Company, shall authenticate and mail or deliver such new Note Security to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note Securities so surrendered, provided that each such new Security shall be in -------- a principal amount of $1,000 or an integral multiple thereof. Any Note Security not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. On the Purchase Date, all Securities purchased by the Company shall be delivered to the Trustee for cancellation. All Securities or portions thereof purchased pursuant to the Repurchase Offer will be canceled by the Trustee. The Company shall publicly announce the results of the Repurchase Offer on or as soon as practicable after the Purchase Date, but in no case more than five Business Days thereafter. If the Company complies with the provisions of the preceding paragraph, on and after the Purchase Date interest shall cease to accrue on the Securities or the portions of Securities repurchased. If a Security is repurchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Security was registered at the close of business on such record date. If any Security called is not repurchased upon surrender because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the Purchase Date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Securities and in Section 4.01 hereof. (b) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the repurchase Repurchase Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with provisions of this Section 3.09, the Notes pursuant Company shall comply with such securities laws and regulations and shall not be deemed to an have breached its obligations under this Section by virtue thereof. (c) Prior to complying with the provisions of this Section 3.09, but in any event within 90 days following a Change of Control Offer or Asset Sale Offer, as applicable, the Company shall either repay all outstanding Senior Debt of the Company or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt of the Company to permit the repurchase of Securities required by this Section 3.09 and Section 4.06 or 4.08, as applicable. (d) Once notice of repurchase is mailed in accordance with this Section 3.09, all Securities validly tendered and not withdrawn (or, in the case of an Excess Proceeds Offer, if the Company is not required to repurchase all of such Securities then the pro rata portion of such Securities that the Company may be required to purchase pursuant to Section 3.02 and/or 4.06 hereof, as applicable) become irrevocably due and payable on the Purchase Date at the purchase price specified herein. A notice of repurchase may not be conditional. (e) Other than as specifically provided in this Section 3.083.09 or Section 4.06 or 4.08, as applicable, any purchase pursuant to this Section 3.08 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.02 and 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections Section 4.10 and 4.14 hereofor Section 4.14, the Company shall be required to commence an offer to all Holders to purchase all or a portion of their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified in such Sections and, to the extent not inconsistent therewith, the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days no less than 30 days and no more than 60 days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections Section 4.10 and or 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated DamagesAdditional Interest, if any; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated DamagesAdditional Interest, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositarya depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Hxxxxx is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall shall, subject in the case of a Repurchase Offer made pursuant to Section 4.10 to the provisions of Section 4.10, select the Notes to be purchased in compliance with the requirements of the principal national securities exchange or the Nasdaq Stock Market, as the case may be, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, subject in the case of a Repurchase Offer made pursuant to Section 4.10 to the provisions of Section 4.10, accept for payment, payment on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five three days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the CompanyCompany shall, shall if applicable, promptly issue a new NoteNote in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale a Repurchase Offer. Other than as specifically provided in this Section 3.08, To the extent that the provisions of any purchase pursuant to securities laws or regulations conflict with this Section 3.08 or Section 4.10 or 4.14, the Company shall comply with the applicable securities laws and regulations and shall not be made pursuant deemed to the provisions have breached its obligations under this Section 3.08 or Section 4.10 or 4.14 by virtue of Sections 3.01 through 3.06 hereofsuch compliance.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 Section 4.10, 4.11, 4.16 or 4.30 hereof, the Company Issuers shall be required to commence an offer to all Holders to purchase their respective Notes (a “"Repurchase Offer”"), it they shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company Issuers shall purchase at the Purchase Price (as determined in accordance with Section 4.10, 4.11, 4.16 or 4.30 hereof, as the case may be) the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof Section 4.10, 4.11, 4.16 or 4.30 hereof, as the case may be, (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the such Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date Interest Record Date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest Interest and Liquidated Damages, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record dateRecord Date, and no additional interest Interest shall be payable to Holders who tender Notes pursuant to the such Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company Issuers shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the such Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the such Repurchase Offer, shall state: (ia) that the Repurchase Offer is being made pursuant to this Section 3.08 3.09 and Section 4.10 4.10, 4.11, 4.16 or Section 4.14 4.30 hereof, as the case may be, and the length of time the Repurchase Offer shall remain open; (iib) the Offer Amount, the purchase price and the Purchase Date; (iiic) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest Interest and Liquidated Damages, if any; (ivd) that, unless the Company defaults Issuers default in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest Interest and Liquidated Damages, if any, any after the Purchase Date; (ve) that Holders electing to have a Note purchased pursuant to a any Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vif) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, or transfer by book-entry transfer, to the CompanyIssuers, the a Depositary, if appointed by the CompanyIssuers, or a Paying Agent at the address specified in the notice at least three days on or before the Purchase Date; (viig) that Holders shall be entitled to withdraw their election if the CompanyIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased; (viiih) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee Notes shall select be selected for purchase pursuant to the terms of Section 3.02 hereof, and that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased)surrendered; and (ixi) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections Section 4.10 and 4.14 hereofor Section 4.14, the Company Issuers shall be required to commence an offer to all Holders to purchase all or a portion of their respective Notes (a “Repurchase Offer”), it they shall follow the procedures specified in such Sections and, to the extent not inconsistent therewith, the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days no less than 30 days and no more than 60 days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company Issuers shall purchase the principal amount of Notes required to be purchased pursuant to Sections Section 4.10 and or 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company Issuers shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if anyinterest; (iv) that, unless the Company defaults Issuers default in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts integral multiples of $2,000 or in 5,000 only and integral multiples of $1,000 onlyin excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the CompanyIssuers, the Depositarya depositary, if appointed by the CompanyIssuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the CompanyIssuers, a depositary, if appointed by the Depositary Issuers, or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall shall, subject in the case of a Repurchase Offer made pursuant to Section 4.10, select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,0005,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company Issuers shall, to the extent lawful, subject in the case of a Repurchase Offer made pursuant to Section 4.10 to the provisions of Section 4.10, accept for payment, payment on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company Issuers in accordance with the terms of this Section 3.08. The CompanyIssuers, a Depositary, if appointed by the Depositary Issuers, or the Paying Agent, as the case may be, shall promptly (but in any case not later than five three days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company Issuers for purchase, and the Company, Issuers shall promptly issue a new Note. The Trustee, upon written request from the Company Issuers shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company Issuers to the respective Holder thereof. The Company Issuers shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.a

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 Section 4.09 or Section 4.11 hereof, the Company Issuers shall be required to commence an offer “Offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it Purchase,” they shall follow the procedures specified below. The Repurchase Offer to Purchase shall remain open for a specified period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by in accordance with applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company Issuers shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 Section 4.09 or Section 4.11 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are madeOffer to Purchase. If the Purchase Date is on or after an interest record date Record Date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record dateRecord Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase OfferOffer to Purchase. Upon the commencement of a Repurchase Offeran Offer to Purchase, the Company Issuer shall send, by first class mail, a written notice to the Trustee Trustee, the Paying Agent and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase OfferOffer to Purchase. The Repurchase Offer to Purchase shall be made to all Holders. The notice, which shall govern the terms of the Repurchase OfferOffer to Purchase, shall state: (i1) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes subject to the Note offer and the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Note purchasedprice; (viii2) that, if an expiration date (the aggregate amount “expiration date”) not less than 30 days or more than 60 days after the date of Notes surrendered by the offer, (3) a settlement date for purchase (the “purchase date”) not more than five Business Days after the expiration date, (4) information concerning the business of the Company and its Subsidiaries and the circumstances surrounding such Offer to Purchase which the Company in good faith believes will enable the Holders exceeds to make an informed decision with respect to the Offer Amountto Purchase, and (5) instructions and materials necessary to enable Holders to tender Notes pursuant to the Trustee shall select offer. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the Notes to requirement that any portion of a Note tendered must be purchased on in a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples multiple of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount and in a minimum of $2,000 principal amount. Holders are entitled to withdraw Notes tendered up to the unpurchased portion close of business on the Notes surrendered (or transferred by book-entry transfer)expiration date. On the purchase date the purchase price shall become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased shall cease to accrue on and after the purchase date. On or before the Purchase Date, the Company Issuer shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) thereof tendered pursuant to the Repurchase OfferOffer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered, deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered and shall deliver to the Trustee and the Paying Agent an Officers’ Certificate stating that such Notes (or portions thereof) thereof were accepted for payment by the Company Issuers in accordance with the terms of this Section 3.083.02. If the Offer to Purchase is for less than all of the outstanding Notes and Notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the offer, the Issuers shall purchase Notes having an aggregate principal amount equal to the purchase amount on a pro rata basis, with adjustments so that only Notes in multiples of $1,000 principal amount (and in a minimum amount of $2,000) shall be purchased. The Company, the Depositary or the Paying Agent, as the case may be, Agent shall promptly (but in any case not later than five days Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder, as the case may be, Holder and accepted by the Company Issuers for purchase, and the Company, Issuers shall promptly issue a new Note. The , and the Trustee, upon written request from the Company Issuers shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrenderedsurrendered upon cancellation of the original Note. Any Note not so accepted shall be promptly mailed or delivered by the Company Issuers to the respective Holder thereof. The Company Issuers shall publicly announce the results of the Repurchase Offer as soon as practicable after to Purchase on the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 Section 4.10, 4.11 or 4.19 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified in such Sections and, to the extent not inconsistent therewith, the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days no less than 30 days and no more than 90 days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five three Business Days after the termination of the Offer offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 Section 4.10, 4.11 or Section 4.19 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest or Liquidated Damages shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials matters necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 3.07 and Section 4.10 4.10, 4.11 or Section 4.14 4.19 hereof, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections Section 4.10 and 4.14 hereofor Section 4.14, the Company shall be required to commence an offer to all Holders to purchase all or a portion of their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified in such Sections and, to the extent not inconsistent therewith, the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days no less than 30 days and no more than 60 days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections Section 4.10 and or 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated DamagesAdditional Interest, if any; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated DamagesAdditional Interest, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts minimum denominations of $2,000 or in and integral multiples of $1,000 onlyin excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositarya depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Hxxxxx is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall shall, subject in the case of a Repurchase Offer made pursuant to Section 4.10 to the provisions of Section 4.10, select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, subject in the case of a Repurchase Offer made pursuant to Section 4.10 to the provisions of Section 4.10, accept for payment, payment on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five three days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, Company shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale a Repurchase Offer. Other than as specifically provided in this To the extent that the provisions of any securities laws or regulations conflict with Section 3.08, any purchase pursuant 4.10 or 4.14, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to this have breached its obligations under Section 3.08 shall be made pursuant to the provisions 3.08, 4.10 or 4.14 by virtue of Sections 3.01 through 3.06 hereofsuch compliance.

Repurchase Offers. In the event that, pursuant to Sections Section 4.10 and or 4.14 hereof, the Company Issuer shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”"REPURCHASE OFFER"), it shall follow the procedures specified in such Sections and, to the extent not inconsistent therewith, the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days no less than 30 days and no more than 60 days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). No later than five three Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company Issuer shall purchase the principal amount of Notes required to be purchased pursuant to Sections Section 4.10 and or 4.14 hereof (the “Offer Amount”"OFFER AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company Issuer shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (iv) that, unless the Company Issuer defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, or transfer by book-entry transfer, to the CompanyIssuer, the Depositarya depositary, if appointed by the CompanyIssuer, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the CompanyIssuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall shall, subject in the case of a Repurchase Offer made pursuant to Section 4.10 to the provisions of Section 4.10, select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections Section 4.10 and or 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified in such Sections and, to the extent not inconsistent therewith, the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days no less than 30 days and no more than 60 days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections Section 4.10 and or 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased only in principal amounts minimum denominations of $2,000 or in and integral multiples of $1,000 only;in excess thereof (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositarya depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall shall, subject in the case of a Repurchase Offer made pursuant to Section 4.10 to the provisions of Section 4.10, select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in minimum denominations of $2,000, or 2,000 and integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, subject in the case of a Repurchase Offer made pursuant to Section 4.10 to the provisions of Section 4.10, accept for payment, payment on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ ' Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five three days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this a Repurchase Offer and shall not be deemed to have breached its obligations under Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions 4.10 or 4.14 by virtue of Sections 3.01 through 3.06 hereofsuch compliance.

Repurchase Offers. In (a) When the event thataggregate amount of the sum of all Excess Asset Sale Proceeds and Excess Loss Proceeds (collectively, pursuant “Excess Proceeds”) exceeds $5,000,000 (the date of such occurrence is referred to Sections 4.10 and 4.14 hereofherein as the “Offer Trigger Date”), within 30 days thereof, the Company shall be required to commence will make an offer (the “Repurchase Offer”) to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow repurchase the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the maximum principal amount of Notes required that may be repurchased out of all such Excess Proceeds. The offer price in any Repurchase Offer will be equal to be purchased pursuant to Sections 4.10 and 4.14 hereof (100% of the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any principal amount plus accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at date of repurchase (subject to the close right of business Holders of record on such record datethe relevant Record Date to receive interest due on the relevant Interest Payment Date), and no additional interest shall will be payable to Holders who tender Notes pursuant to the Repurchase Offerin cash. Upon the commencement If any Excess Proceeds remain after consummation of a Repurchase Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture; provided that any remaining Excess Proceeds shall sendremain subject to the Note Lien. If the aggregate principal amount of Notes tendered into such Repurchase Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be repurchased on a pro rata basis. Upon completion of each Repurchase Offer, the amount of Excess Proceeds will be reset at zero. All Excess Proceeds shall, pending their application in accordance with this Section 4.19 or the release thereof in accordance with the provisions described under Article Twelve, (i) to the extent constituting Collateral Monies, be held as Collateral Monies in the Collateral Account or (ii) to the extent not constituting Collateral Monies, be invested in Cash Equivalents or applied to temporarily reduce revolving Indebtedness. (b) Within 30 days following the date upon which the Offer Trigger Date occurred, the Company shall send by registered first class mail, postage prepaid, a notice to each record Holder as shown on the Trustee and each register of the Holders, with a copy to the Trustee, which notice shall govern the terms of the Repurchase Offer. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, Such notice shall state: (i1) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, 4.19 and the length amount of time Excess Proceeds and that all Notes validly tendered and not withdrawn shall be accepted for payment up to the Repurchase Offer shall remain openmaximum principal amount of Notes that may be repurchased out of such Excess Proceeds; (ii2) the Offer Amount, repurchase price (including the purchase price amount of accrued interest) and the Purchase repurchase date (which shall be no earlier than thirty (30) days nor later than sixty (60) days from the date such notice is mailed, other than as may be required by law) (the “Repurchase Offer Payment Date”); (iii3) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if anyinterest; (iv4) that, unless the Company defaults in making such paymentpayment therefor, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest on and Liquidated Damages, if any, after the Purchase Repurchase Offer Payment Date; (v5) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in a principal amounts of amount equal to $2,000 or in integral multiples of $1,000 onlyin excess of $2,000 except that (i) if a Holder elects to have all the Notes held by such Holder purchased, such Holder may elect to have the entire outstanding principal amount of such Holder, even if not an integral multiple of $1,000, purchased and (ii) in any event, the portion of Notes of a Holder as to which an election for purchase is not made shall be in a principal amount of at least $2,000; (vi6) that Holders electing to have a Note purchased repurchased pursuant to any a Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before prior to the Purchase close of business on the third Business Day prior to the Repurchase Offer Payment Date; (vii7) that Holders any Holder shall be entitled to withdraw their its election if the Company, the Depositary or the Paying Agent, as the case may be, Agent receives, not later than three (3) Business Days prior to the expiration of the Repurchase Offer PeriodPayment Date, a telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Notes the Holder delivered for purchase repurchase and a statement that such Xxxxxx Holder is withdrawing his its election to have such Note purchasedNotes repurchased; (viii) 8) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amountaggregate amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of validly tendered Notes with such adjustments as may be deemed appropriate by the Trustee so that only Notes in principal amounts of $2,000, or integral multiples of $1,000 in accordance excess of $2,000, shall be purchased, except that (i) if all of the Notes of a Holder are to be purchased, the entire outstanding principal amount of Notes held by such Holder, even if not an integral multiple of $1,000, may be purchased, subject, in the case of Global Notes, to the procedures of DTC and (ii) in any event the unpurchased portion of Notes of any Holder purchased in part shall be in a principal amount of at least $2,000; (9) that any Holder whose Notes are repurchased only in part shall be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided that the unpurchased portion of Notes of any Holder whose Notes are purchased in part shall be in a principal amount of at least $2,000; and (10) the circumstances and relevant facts regarding such Excess Proceeds. If any of the Notes subject to the Repurchase Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to comply with the procedures of the Depositary Depository applicable to repurchases. On or before the Repurchase Offer Payment Date, the Company shall, to the extent lawful (i) accept for payment Notes or portions thereof properly tendered and not withdrawn pursuant to the Repurchase Offer, up to the maximum principal amount of Notes that may be repurchased out of such Excess Proceeds; (ii) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the repurchase price plus accrued interest, if any, of all Notes or portions thereof so properly tendered; and (iii) deliver or cause to be delivered to the Trustee the Notes so properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being repurchased by the Company. If the aggregate principal amount of Notes surrendered by Holders exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations principal amounts of $2,000, or integral multiples of $1,000 in excess thereofof $2,000, shall be purchased); and , except that (ixi) that Holders whose if all of the Notes were of a Holder are to be purchased, the entire outstanding principal amount of Notes held by such Holder, even if not a multiple of $1,000, may be purchased, subject, in the case of Global Notes, to the procedures of DTC and (ii) in any event the unpurchased portion of Notes of any Holder purchased only in part shall be issued in a principal amount of at least $2,000. The Paying Agent shall promptly mail or pay by wire transfer to the Holders of Notes so properly tendered and so accepted the repurchase price for such Notes and the Company shall promptly execute and deliver and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall promptly authenticate and deliver to each Holder a new Notes Note equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note Notes surrendered, if any; provided that the unpurchased portion of Notes of any Holder whose Notes are purchased in part shall be in a principal amount of at least $2,000. Any Note so accepted for repurchase will cease to accrue interest on and after the Repurchase Offer Payment Date. Any Notes not so accepted shall be promptly mailed or delivered by the Company to the respective Holder Holders thereof. For purposes of this Section 4.19, the Trustee shall act as the Paying Agent. The Company shall will publicly announce the results of the Repurchase Offer on or as soon as reasonably practicable after the Purchase Repurchase Offer Payment Date. Any amounts remaining after the repurchase of Notes pursuant to a Repurchase Offer (including as a result of the limitations specified herein on the denominations of purchased and unpurchased Notes of any Holder) shall be returned by the Trustee to the Company. The Company shall will comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale a Repurchase Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to To the extent that the provisions of Sections 3.01 through 3.06 hereofany applicable securities laws or regulations conflict with this Section 4.19, the Company will comply with such securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.19 by virtue thereof. Notes (or portions thereof) repurchased pursuant to a Repurchase Offer shall be cancelled and may not be reissued.

Repurchase Offers. (i) In the event that, pursuant to Sections 4.10 and 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice offer to purchase for cash at the Repurchase Price (as defined in Section 2.05(d)) all Warrants outstanding on the Notice Date for such Repurchase Offer that are properly tendered to the Trustee and each of the Holders, with a copy Warrant Agent on or prior to the Trustee. The notice shall contain all instructions and materials necessary to enable Final Surrender Time for such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open;. (ii) Each Holder may, but shall not be obligated to, accept such Repurchase Offer by tendering to the Offer AmountWarrant Agent, on or prior to the Final Surrender Time for such Repurchase Offer, the purchase price Warrant Certificates evidencing the Warrants such Holder desires to have repurchased in such offer, together with a completed Certificate for Surrender in substantially the form attached to the Warrant Certificate. A Holder may withdraw all or a portion of the Warrants tendered to the Warrant Agent at any time prior to the Final Surrender Time for such Repurchase Offer. If less than all the Warrants represented by a Warrant Certificate shall be tendered, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which were not tendered shall be executed by the Company and delivered to the Warrant Agent and the Purchase Date; (iii) that any Note not tendered Warrant Agent shall countersign the new Warrant Certificate, registered in such name or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (iv) that, unless the Company defaults names as may be directed in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer writing by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, and shall make available for delivery the principal amount of new Warrant Certificate to the Note Person or Persons entitled to receive the same; provided that the Holder delivered for purchase and a statement that of such Xxxxxx is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, Warrants shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to responsible for the unpurchased portion payment of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, any transfer taxes required as the case may be, shall promptly (but result of any change in ownership of such Warrants and any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company transfer shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereoflaw.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 Section 4.11 or 4.19 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified in such Sections and, to the extent not inconsistent therewith, the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days no less than 30 days and no more than 90 days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five three Business Days after the termination of the Offer offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 Section 4.11 or Section 4.19 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest or Liquidated Damages shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials matters necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 3.07 and Section 4.10 4.11 or Section 4.14 4.19 hereof, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, on and after the Purchase Date; (v) that Holders electing to have a Note purchased purchase pursuant to a Repurchase Offer offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositarya depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall shall, subject in the case of a Repurchase offer made pursuant to Section 4.11 or Section 4.19, select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, subject in the case of a Repurchase Offer made pursuant to Section 4.11 or Section 4.19, accept for payment, payment on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offeroffer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.083.07. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five three days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company shall comply comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale a Repurchase Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to To the extent that the provisions of Sections 3.01 through 3.06 hereofany securities laws or regulations conflict the provisions of this Section 3.07, Section 4.11 or Section 4.19, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.07, 4.11 or 4.19 by virtue of such compliance.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 4.15 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”"REPURCHASE OFFER"), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement not less than 30 days and no longernot more than 60 days from the date notice of such Repurchase Offer is mailed to Holders, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 4.15 hereof (the “Offer Amount”"OFFER AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (ia) that the Repurchase Offer is being made pursuant to this Section 3.08 3.09 and Section 4.10 or Section 4.14 4.15 hereof, and the length of time the Repurchase Offer shall remain open; (iib) the Offer Amount, the purchase price and the Purchase Date; (iiic) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (ivd) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (ve) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vif) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositarya depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (viig) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the close of business on the Second Business Day preceding the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased; (viiih) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with pursuant to the procedures terms of the Depositary Section 3.02 hereof (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ixi) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, payment on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ ' Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.083.09. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offera Repurchase Order. To the extent the provisions of any securities laws or regulations conflict with the provisions of this Section 3.09, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.09 by virtue of such conflict. Other than as specifically provided in this Section 3.083.09, any purchase pursuant to this Section 3.08 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections Section 4.10 and 4.14 hereofor Section 4.14, the Company shall be required to commence an offer to all Holders to purchase all or a portion of their respective Notes (a “"Repurchase Offer”"), it shall follow the procedures specified in such Sections and, to the extent not inconsistent therewith, the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days no less than 30 days and no more than 60 days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than five three Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections Section 4.10 and or 4.14 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if anyinterest; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only1,000; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositarya depository, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days Business Days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, a depository, if appointed by the Depositary Company, or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx is Hoxxxx xs withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall shall, subject in the case of a Repurchase Offer made pursuant to Section 4.10, select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased)basis; and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, subject in the case of a Repurchase Offer made pursuant to Section 4.10 to the provisions of Section 4.10, accept for payment, payment on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ ' Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, a Depository, if appointed by the Depositary Company, or the Paying Agent, as the case may be, shall promptly (but in any case not later than five three days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, Company shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale a Repurchase Offer. Other than as specifically provided in this To the extent that the provisions of any securities laws or regulations conflict with Section 3.08, any purchase pursuant 4.10 or 4.14, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to this have breached its obligations under Section 3.08 shall be made pursuant to the provisions 3.08, 4.10 or 4.14 by virtue of Sections 3.01 through 3.06 hereofsuch compliance.

Repurchase Offers. In the event that, pursuant to Sections Section 4.10 and 4.14 hereof, the Company Enterprise shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”"REPURCHASE OFFER"), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company Enterprise shall purchase at the purchase price (as determined in accordance with Section 4.10 hereof) the maximum principal amount of Notes that are required to be purchased pursuant to Sections Section 4.10 and 4.14 hereof (the “Offer Amount”"OFFER AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. The offer price in any Repurchase Offer shall be equal to 100% of the principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and shall be payable in cash. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company Enterprise shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (ia) that the Repurchase Offer is being made pursuant to this Section 3.08 3.10 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open; (iib) the Offer Amount, the purchase price and the Purchase Date; (iiic) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (ivd) that, unless the Company Enterprise defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (ve) that Holders electing to have a Note purchased pursuant to a an Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vif) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, or transfer by book-entry transfer, to the CompanyEnterprise, the Depositarya depositary, if appointed by the CompanyEnterprise, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (viig) that Holders shall be entitled to withdraw their election if the CompanyEnterprise, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holderhis name, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased; (viiih) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with pursuant to the procedures terms of the Depositary Section 3.02 hereof (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ixi) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount at maturity to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 hereof, that the Company shall be required to commence an offer to all Holders to purchase their respective repurchase Notes (a “Repurchase "REPURCHASE OFFER") pursuant to Section 4.10 hereof, an "Excess Proceeds Offer”)," or pursuant to Section 4.13 hereof, it a "Change of Control Offer," the Company shall follow the procedures specified below. The A Repurchase Offer shall commence no later than thirty (30) Business Days after a Change of Control (unless the Company is not required to make such offer pursuant to Section 4.13 hereof) or an Excess Proceeds Offer Triggering Event (as defined below), as the case may be, and remain open for a period of 20 at least twenty (20) Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). No later than five (5) Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections Section 4.10 and 4.14 hereof hereof, in the case of an Excess Proceeds Offer, or 4.13 hereof, in the case of a Change of Control Offer (the “Offer Amount”"OFFER AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest or Liquidated Damages, if any, shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the such Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall describe the transaction or transactions that constitute the Change of Control or Excess Proceeds Offer Triggering Event, as the case may be and shall state: (ia) that the Repurchase Offer is being made pursuant to this Section 3.08 3.09 and Section 4.10 or Section 4.14 4.13 hereof, as the case may be, and the length of time the Repurchase Offer shall remain open; (iib) the Offer Amount, the purchase price and the Purchase Date; (iiic) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if anyinterest; (ivd) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (ve) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note Note, duly completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the CompanyDepository, or a the Paying Agent at the address specified in the notice at least three days before not later than the Purchase Dateclose of business on the last day of the Offer Period; (viif) that Holders shall be entitled to withdraw their election if the Company, the Depositary Depository or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased; (viiig) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee Company shall select the Notes to be purchased on a pro rata PRO RATA basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee Company so that only Notes in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ixh) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before 10:00 a.m. (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent in immediately available funds the aggregate purchase price with respect to a principal amount of Notes equal to the Offer Amount, together with accrued and unpaid interest and Liquidated Damages, if any, thereon, to be held for payment in accordance with the terms of this Section 3.09. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a pro rata PRO RATA basis to the extent necessary, the Offer Amount of Notes (or portions thereof) thereof tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, (ii) deliver or cause the Paying Agent or Depository, as the case may be, to deliver to the Trustee Notes so accepted and shall (iii) deliver to the Trustee an Officers’ ' Certificate stating that such Notes (or portions thereof) thereof were accepted for payment by the Company in accordance with the terms of this Section 3.083.09. The Company, the Depositary Depository or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days three (3) Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder, as the case may be, Holder and accepted by the Company for purchase, plus any accrued and unpaid interest and Liquidated 34 Damages, if any, thereon, and the Company, Company shall promptly issue a new Note. The , and the Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note Note, to such Holder, equal in a principal amount at maturity equal to any unpurchased portion of the Note such Holder's Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce in a newspaper of general circulation or in a press release provided to a nationally recognized financial wire service the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.083.09, any purchase pursuant to this Section 3.08 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.01, 3.02, 3.05 and 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections Section 4.10 and 4.14 hereofor Section 4.14, the Company shall be required to commence an offer to all Holders to purchase all or a portion of their respective Notes (a “Repurchase Offer”), it they shall follow the procedures specified in such Sections and, to the extent not inconsistent therewith, the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days no less than 30 days and no more than 60 days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Sections Section 4.10 and or 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, or at the Company’s request, the Trustee shall send at the Company’s expense, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (ia) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and ; (b) the length of time the Repurchase Offer shall remain open; (iic) the Offer Amount, the purchase price and the Purchase Date; (iiid) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if anyinterest; (ive) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (vf) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts denominations of $2,000 or in integral multiples of $1,000 onlyin excess thereof; (vig) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositarya depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (viih) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased; (viiii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall shall, subject in the case of a Repurchase Offer made pursuant to the provisions of Section 4.10, select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ixj) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, subject in the case of a Repurchase Offer made pursuant to the provisions of Section 4.10, accept for payment, payment on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, Company shall promptly issue a new Note. The Trustee, upon written request from the Company Company, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrenderedsurrendered by such Holder. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale a Repurchase Offer. Other than as specifically provided in this To the extent that the provisions of any securities laws or regulations conflict with Section 3.08, any purchase pursuant 4.10 or 4.14, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to this have breached its obligations under Section 3.08 shall be made pursuant to the provisions 3.08, 4.10 or 4.14 by virtue of Sections 3.01 through 3.06 hereofsuch compliance.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 4.15 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”"REPURCHASE OFFER"), it shall follow the procedures specified below. The Repurchase Offer shall set forth the date (the "Purchase Date"), which shall be no earlier than 30 days and no later than 60 days following the date notice of the Repurchase Offer has been given, upon which the Company shall repurchase Notes pursuant to the Repurchase Offer. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longeruntil five business days prior to the Purchase Date, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). No later than five Business Days after On the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 4.15 hereof (the “Offer Amount”"OFFER AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (ia) that the Repurchase Offer is being made pursuant to this Section 3.08 3.09 and Section 4.10 or Section 4.14 4.15 hereof, and the length of time the Repurchase Offer shall remain open; (iib) the Offer Amount, the purchase price and the Purchase Date; (iiic) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (ivd) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (ve) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vif) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositarya depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (viig) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased; (viiih) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with pursuant to the procedures terms of the Depositary Section 3.02 hereof (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ixi) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, payment on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ ' Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.083.09. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.083.09, any purchase pursuant to this Section 3.08 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 Section 4.10, 4.11 or 4.16 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “"Repurchase Offer”"), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase at the Purchase Price (as determined in accordance with Section 4.10, 4.11 or 4.16 hereof, as the case may be) the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof Section 4.10, 4.11 or 4.16 hereof, as the case may be, in the aggregate (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the such Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the such Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the such Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the such Repurchase Offer, shall state: (ia) that the Repurchase Offer is being made pursuant to this Section 3.08 3.09 and Section 4.10 4.10, 4.11 or Section 4.14 4.16 hereof, as the case may be and the length of time the Repurchase Offer shall remain open; (iib) the Offer Amount, the purchase price and the Purchase Date; (iiic) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (ivd) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, any after the Purchase Date; (ve) that Holders electing to have a Note purchased pursuant to a any Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vif) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the a Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (viig) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased;; and (viiih) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) selected for purchase pursuant to the terms of Section 3.02 hereof, and that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis pursuant to the extent necessaryterms of Section 3.02 hereof, the Offer Amount of Notes (or portions thereof) thereof tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ ' Certificate stating that such Notes (or portions thereof) thereof were accepted for payment by the Company in accordance with the terms of this Section 3.083.09. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five Business days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder, as the case may be, Holder and accepted by the Company for purchase, and the Company, Company shall promptly issue a new Note. The , and the Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent that such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale the Repurchase Offer. To the extent that the provisions of Rule 14e-1 under the Exchange Act or any securities laws or regulations conflict with the provisions of Sections 3.09, 4.10, 4.11 or 4.16 of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under those sections of this Indenture. Other than as specifically provided in this Section 3.083.09, any purchase pursuant to this Section 3.08 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections Section 4.10 and 4.14 hereofor Section 4.14, the Company Issuers shall be required to commence an offer to all Holders to purchase all or a portion of their respective Notes (a “Repurchase Offer”), it they shall follow the procedures specified in such Sections and, to the extent not inconsistent therewith, the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days no less than 30 days and no more than 60 days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company Issuers shall purchase the principal amount of Notes required to be purchased pursuant to Sections Section 4.10 and or 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company Issuers shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if anyinterest; (iv) that, unless the Company defaults Issuers default in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts integral multiples of $2,000 or in 5,000 only and integral multiples of $1,000 onlyin excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the CompanyIssuers, the Depositarya depositary, if appointed by the CompanyIssuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the CompanyIssuers, a depositary, if appointed by the Depositary Issuers, or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall shall, subject in the case of a Repurchase Offer made pursuant to Section 4.10, select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,0005,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company Issuers shall, to the extent lawful, subject in the case of a Repurchase Offer made pursuant to Section 4.10 to the provisions of Section 4.10, accept for payment, payment on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company Issuers in accordance with the terms of this Section 3.08. The CompanyIssuers, a Depositary, if appointed by the Depositary Issuers, or the Paying Agent, as the case may be, shall promptly (but in any case not later than five three days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company Issuers for purchase, and the Company, Issuers shall promptly issue a new Note. The Trustee, upon written request from the Company Issuers shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company Issuers to the respective Holder thereof. The Company Issuers shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.a

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 Section 5.13 or 5.21 hereof, the Company Authority shall be required to commence an offer to all Holders to purchase their respective Subordinated Notes (a “"Repurchase Offer”"), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company Authority shall purchase at the purchase price (as determined in accordance with Section 5.13 or 5.21 hereof, as the case may be) (the "Offer Amount"), or, if the aggregate principal amount of Subordinated Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”) or, if properly tendered is less than the Offer Amount has been tenderedAmount, all Subordinated Notes properly tendered in response to the Repurchase Offer. Payment for any Subordinated Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest interest, if any, shall be paid to the Person in whose name a Subordinated Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Subordinated Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company Authority shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Subordinated Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (ia) that the Repurchase Offer is being made pursuant to this Section 3.08 4.12 and Section 4.10 5.13 or Section 4.14 5.21 hereof, as the case may be, and the length of time of the Repurchase Offer shall remain open; (iib) the Offer Amount, the purchase price and the Purchase Date; (iiic) that any Subordinated Note not properly tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if anyinterest; (ivd) that, unless the Company Authority defaults in making such payment, any Subordinated Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (ve) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Subordinated Note purchased pursuant to any Repurchase Offer shall be required to surrender the Subordinated Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Subordinated Note completed, or transfer by book-entry transfer, to the CompanyAuthority, the Depositarya depositary, if appointed by the CompanyAuthority, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (viif) that Holders Holder shall be entitled to withdraw their election if the CompanyAuthority, the Depositary depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Subordinated Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Subordinated Note purchased;; and (viiig) that, if the aggregate principal amount of Subordinated Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Subordinated Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) selected for purchase pursuant to the terms of Section 4.08 hereof, and that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)surrendered. On or before the Purchase Date, the Company Authority shall, to the extent lawful, accept for payment, on a pro rata basis pursuant to the extent necessaryterms of Section 4.08 hereof, the Offer Amount of Subordinated Notes (or portions thereof) thereof properly tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been properly tendered, all Subordinated Notes properly tendered, and shall deliver to the Trustee Holders who elect to have a Subordinated Note purchased an Officers’ ' Certificate stating that at such Subordinated Notes (or portions thereof) thereof were accepted for payment by the Company Authority in accordance with the terms of this Section 3.084.12. The CompanyAuthority, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Subordinated Notes properly tendered by such Holder, as the case may be, Holder and accepted by the Company Authority for purchase, and the Company, Authority shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate Subordinated Note and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Subordinated Note surrendered. Any Subordinated Note not so accepted shall be promptly mailed or delivered by the Company Authority to the respective Holder thereof. The Company Authority shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.084.12, any purchase pursuant to this Section 3.08 4.12 shall be made pursuant to the provisions of Sections 3.01 4.07 through 3.06 hereof4.11 hereof to the extent applicable.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 in excess thereof only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, Company shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 Section 4.09 or Section 4.11 hereof, the Company shall be required to commence an offer “Offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it Purchase,” they shall follow the procedures specified below. The Repurchase Offer to Purchase shall remain open for a specified period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by in accordance with applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 Section 4.09 or Section 4.11 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are madeOffer to Purchase. If the Purchase Date is on or after an interest record date Record Date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record dateRecord Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase OfferOffer to Purchase. Upon the commencement of a Repurchase Offeran Offer to Purchase, the Company shall send, by first class mail, a written notice to the Trustee Trustee, the Paying Agent and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase OfferOffer to Purchase. The Repurchase Offer to Purchase shall be made to all Holders. The notice, which shall govern the terms of the Repurchase OfferOffer to Purchase, shall state: (ia) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes subject to the Note offer and the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Note purchasedprice; (viiib) that, if an expiration date (the aggregate amount “expiration date”) not less than 30 days or more than 60 days after the date of Notes surrendered by the offer; (c) a settlement date for purchase (the “purchase date”) not more than five Business Days after the expiration date; (d) information concerning the business of the Company and its Subsidiaries and the circumstances surrounding such Offer to Purchase which the Company in good faith believes will enable the Holders exceeds to make an informed decision with respect to the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased)Purchase; and (ixe) instructions and materials necessary to enable Holders to tender Notes pursuant to the offer. A Holder may tender all or any portion of its Notes pursuant to an Offer to Purchase, subject to the requirement that Holders whose Notes were purchased only any portion of a Note tendered must be in part shall be issued new Notes equal in a multiple of $1,000 principal amount and in a minimum of $2,000 principal amount. Holders are entitled to withdraw Notes tendered up to the unpurchased portion close of business on the Notes surrendered (or transferred by book-entry transfer)expiration date. On the purchase date the purchase price shall become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and interest on Notes purchased shall cease to accrue on and after the purchase date. On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) thereof tendered pursuant to the Repurchase OfferOffer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered, deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered and shall deliver to the Trustee and the Paying Agent an Officers’ Certificate stating that such Notes (or portions thereof) thereof were accepted for payment by the Company in accordance with the terms of this Section 3.083.02. If the Offer to Purchase is for less than all of the outstanding Notes and Notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the offer, the Company shall purchase Notes having an aggregate principal amount equal to the purchase amount on a pro rata basis, with adjustments so that only Notes in multiples of $1,000 principal amount (and in a minimum amount of $2,000) shall be purchased. The Company, the Depositary or the Paying Agent, as the case may be, Agent shall promptly (but in any case not later than five days Business Days after the Purchase Dateexpiration of the Offer to Purchase) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder, as the case may be, Holder and accepted by the Company for purchase, and the Company, Company shall promptly issue a new Note. The , and the Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, or adjust the balance of any Global Note, in a principal amount at maturity equal to any unpurchased portion of the Note surrenderedsurrendered upon cancellation of the original Note. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after to Purchase on the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections Section 4.10 and 4.14 or 4.16 hereof, the Company Issuers shall be required to commence an offer to all Holders to purchase their respective Senior Subordinated Notes (a “"Repurchase Offer”"), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company Issuers shall purchase at the Purchase Price (as determined in accordance with Section 4.10 or 4.16 hereof, as the case may be) the principal amount of Senior Subordinated Notes required to be purchased pursuant to Sections Section 4.10 and 4.14 hereof or 4.16 hereof, as the case may be (the “"Offer Amount”) "), or, if less than the Offer Amount has been tendered, all Senior Subordinated Notes tendered in response to the Repurchase Offer. Payment for any Senior Subordinated Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, shall be paid to the Person in whose name a Senior Subordinated Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Senior Subordinated Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company Issuers shall send, by first class mail, a notice to the Senior Subordinated Note Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Senior Subordinated Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (ia) that the Repurchase Offer is being made pursuant to this Section 3.08 3.10 and Section 4.10 or Section 4.14 4.16 hereof, as the case may be, and the length of time the Repurchase Offer shall remain open; (iib) the Offer Amount, the purchase price and the Purchase Date; (iiic) that any Senior Subordinated Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (ivd) that, unless the Company defaults Issuers default in making such payment, any Senior Subordinated Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (ve) that Holders electing to have a Senior Subordinated Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any an y Repurchase Offer shall be required to surrender the Senior Subordinated Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Senior Subordinated Note completed, or transfer by book-entry transfer, to the CompanyIssuers, the Depositarya depositary, if appointed by the CompanyIssuers, or a Paying Agent at the address specified in the notice at least three days Business Days before the Purchase Date; (viif) that Holders shall be entitled to withdraw their election if the CompanyIssuers, the Depositary depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Senior Subordinated Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Senior Subordinated Note purchased;; and (viiig) that, if the aggregate principal amount of Senior Subordinated Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Senior Subordinated Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) selected for purchase pursuant to the terms of Section 3.02 hereof, and that Holders whose Senior Subordinated Notes were purchased only in part shall be issued new Senior Subordinated Notes equal in principal amount to the unpurchased portion of the Senior Subordinated Notes surrendered (or transferred by book-entry transfer)surrendered. On or before the Purchase Date, the Company Issuers shall, to the extent lawful, accept for payment, on a pro rata basis pursuant to the extent necessaryterms of Section 3.02 hereof, the Offer Amount of Senior Subordinated Notes (or portions thereof) thereof tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Senior Subordinated Notes tendered, and shall deliver to the Senior Subordinated Note Trustee an Officers’ ' Certificate stating that such Senior Subordinated Notes (or portions thereof) thereof were accepted for payment by the Company Issuers in accordance with the terms of this Section 3.083.10. The CompanyIssuers, the Depositary Depository or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Senior Subordinated Notes tendered by such Holder, as the case may be, Holder and accepted by the Company Issuers for purchase, and the Company, Issuers shall promptly issue a new Senior Subordinated Note. The , and the Senior Subordinated Note Trustee, upon written request from the Company Issuers shall authenticate and mail or deliver such new Senior Subordinated Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Senior Subordinated Note surrendered. Any Senior Subordinated Note not so accepted shall be promptly mailed or delivered by the Company Issuers to the respective Holder thereof. The Company Issuers shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Senior Subordinated Notes pursuant to an Asset Sale a Repurchase Offer. Other than as specifically provided in this Section 3.083.10, any purchase pursuant to this Section 3.08 3.10 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereofhereof to the extent applicable.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 hereofSection 4.06 or Section 4.08, the Company shall be required to commence an offer to all Holders to purchase all or a portion of their respective Notes (a “Repurchase Offer”), it the Company shall follow the procedures specified below. in Section 4.06 or Section 4.08, as applicable, and, to the extent not inconsistent therewith, the procedures specified in this Section 3.09. (a) The Repurchase Offer shall remain open for a period of 20 Business Days no less than 30 days and no more than 60 days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof Section 4.06 or Section 4.08 (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. . (b) If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. . (c) Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 3.09 and either Section 4.10 4.06 or Section 4.14 hereof4.08, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, Additional Interest (if any); (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, Additional Interest (if any, ) after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased only in a principal amounts amount of $2,000 or in an integral multiples multiple of $1,000 onlyin excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositarya depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall shall, subject in the case of a Repurchase Offer made pursuant to Section 4.06 to the provisions of Section 4.06, select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). . (d) On the Purchase Date, the Company shall, to the extent lawful, subject in the case of a Repurchase Offer made pursuant to Section 4.06 to the provisions of Section 4.06, accept for payment, payment on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.083.09. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five three days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, Holder and accepted by the Company for purchase, and and, if necessary, the Company, Company shall promptly issue a new NoteNote or Notes representing any unpurchased portion of the Note or Notes tendered. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note or Notes to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note or Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. . (e) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale a Repurchase Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to To the extent that the provisions of Sections 3.01 through 3.06 hereofany securities laws or regulations conflict with Section 3.09, Section 4.06 or Section 4.08, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under Section 3.09, Section 4.06 or Section 4.08 by virtue of such compliance. (f) If any of the Notes are in the form of a Global Note, then the Company shall modify the notice set forth in Section 3.09(c) and the method of delivery of such notice to the extent necessary to accord with the Applicable Procedures that apply to the repurchase of Global Notes and beneficial interests in Global Notes.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 hereof4.14, the Company shall be required to commence an offer to all Holders to purchase all or a portion of their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified in such Sections and, to the extent not inconsistent therewith, the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days no less than 30 days and no more than 60 days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections Section 4.10 and or 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. At the Company’s request, the Trustee shall give notice of the Repurchase Offer and at the Company’s expense. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (ia) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof4.14, and the length of time the Repurchase Offer shall remain open; (iib) the Offer Amount, the purchase price and the Purchase Date; (iiic) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if anyinterest; (ivd) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (ve) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased only in principal amounts denominations of $2,000 €50,000 or in integral multiples of $€1,000 onlyin excess thereof; (vif) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-book entry transfer, to the Company, the Depositarya depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (viig) that Holders shall be entitled to withdraw their election if the Company, the Common Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased; (viiih) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with pursuant to the procedures terms of the Depositary Section 3.02 hereof (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000€50,000 (or integral multiples of €1,000 in excess thereof) principal amount, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ixi) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-book entry transfer). On or before the Purchase Date, the Company shall, to the extent lawful, subject in the case of a Repurchase Offer made pursuant to Section 4.10 to the provisions of Section 4.10, accept for payment, payment on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Common Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, Company shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale a Repurchase Offer. Other than as specifically provided in To the extent that the provisions of any securities laws or regulations conflict with this Section 3.08, any purchase pursuant Section 4.10 or Section 4.14, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 3.08 shall be made pursuant to the provisions 3.08, Section 4.10 or Section 4.14 by virtue of Sections 3.01 through 3.06 hereofsuch compliance.

Repurchase Offers. (i) In the event that, pursuant to Sections 4.10 and 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice offer to purchase for cash at the Repurchase Price all Warrants outstanding on the Notice Date for such Repurchase Offer that are properly tendered to the Trustee and each of the Holders, with a copy Warrant Agent on or prior to the Trustee. The notice shall contain all instructions and materials necessary to enable Final Surrender Time for such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open;. (ii) Each Holder may, but shall not be obligated to, accept such Repurchase Offer by tendering to the Offer AmountWarrant Agent, on or prior to the Final Surrender Time for such Repurchase Offer, the purchase price Warrant Certificates evidencing the Warrants such Holder desires to have repurchased in such offer, together with a completed Certificate for Surrender in substantially the form attached to the Warrant Certificate. A Holder may withdraw all or a portion of the Warrants tendered to the Warrant Agent at any time prior to the Final Surrender Time for such Repurchase Offer. If less than all the Warrants represented by a Warrant Certificate shall be tendered, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which were not tendered shall be executed by the Company and delivered to the Warrant Agent and the Purchase Date; (iii) that any Note not tendered Warrant Agent shall countersign the new Warrant Certificate, registered in such name or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (iv) that, unless the Company defaults names as may be directed in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer writing by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, and shall make available for delivery the principal amount of new Warrant Certificate to the Note Person or Persons entitled to receive the same; provided that the Holder delivered for purchase and a statement that of such Xxxxxx is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, Warrants shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to responsible for the unpurchased portion payment of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, any transfer taxes required as the case may be, shall promptly (but result of any change in ownership of such Warrants and any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company transfer shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereoflaw.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 Section 4.09 or Section 4.11 hereof, the Company Issuers shall be required to commence an offer “Offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it Purchase,” they shall follow the procedures specified below. The Repurchase Offer to Purchase shall remain open for a specified period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by in accordance with applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company Issuers shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 Section 4.09 or Section 4.11 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase OfferOffer to Purchase. Payment for If any Notes so Note is to be purchased in part only, any notice of purchase that relates to such Note shall state the portion of the principal amount thereof that has been or is to be made in the same manner as interest payments are madepurchased. If the Purchase Date is on or after an a Record Date for the payment of interest record date and on or before the related interest payment dateapplicable Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record dateRecord Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase OfferOffer to Purchase. Upon the commencement of a Repurchase Offeran Offer to Purchase, the Company Issuer shall send, by first class mail, deliver in accordance with Section 12.02 a written notice to the Trustee Trustee, the Paying Agent and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase OfferOffer to Purchase. The Repurchase Offer to Purchase shall be made to all Holders. The notice, which shall govern the terms of the Repurchase OfferOffer to Purchase, shall state: (ia) that the Repurchase Offer is being made pursuant principal amount of Notes subject to this Section 3.08 and Section 4.10 or Section 4.14 hereof, the offer and the length of time the Repurchase Offer shall remain openpurchase price; (iib) an expiration date (the Offer Amount, “expiration date”) not less than 30 days nor more than 60 days after the purchase price and date of the offer; (c) the Purchase Date; (iiid) that any Note not tendered or accepted for payment shall continue information concerning the business of the Company and its Subsidiaries and the circumstances surrounding such Offer to accrete or accrue interest and Liquidated Damages, if any;Purchase which the Company in good faith believes will enable the Holders to make an informed decision with respect to the Offer to Purchase; and (ive) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment instructions and materials necessary to enable Holders to tender Notes pursuant to the Repurchase offer. A Holder may tender all or any portion of its Notes pursuant to an Offer shall cease to accrete Purchase, subject to the requirement that any portion of a Note tendered must be in a minimum denomination of $2,000 principal amount and multiples of $1,000 above that amount (or accrue interest if a payment of PIK Interest has been made, in minimum denominations of $1.00 and Liquidated Damages, if any, after any integral multiple of $1.00 in excess thereof with respect to a PIK Note or the Purchase Date; (v) that portion of a Global Note constituting PIK Interest). Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the such Note, with the an appropriate form entitled “Option of Holder to Elect Purchase” on the reverse of the Note duly completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent Issuers at the address specified in the notice at least three days before Business Days prior to the Purchase Date; (vii) that purchase date. Holders shall be entitled to withdraw their election if the Company, the Depositary Trustee or the Paying Agent, as the case may be, receives, an Issuer receives not later than one Business Day prior to the expiration of the Offer Periodpurchase date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered by the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased; (viii) that, if . On the aggregate amount of Notes surrendered by Holders exceeds Purchase Date the purchase price shall become due and payable on each Note accepted for purchase pursuant to the Offer Amount, the Trustee to Purchase and interest on Notes purchased shall select the Notes cease to be purchased outstanding or accrue on a pro rata basis or in accordance with and after the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)purchase date. On or before the Purchase Date, the Company Issuers shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) thereof tendered pursuant to the Repurchase OfferOffer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered, deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered and shall deliver in accordance with Section 12.02 to the Trustee and the Paying Agent an Officers’ Certificate stating that such Notes (or portions thereof) thereof were accepted for payment by the Company Issuers in accordance with the terms of this Section 3.083.02. If the Offer to Purchase is for less than all of the outstanding Notes and Notes in an aggregate principal amount in excess of the Offer Amount are tendered and not withdrawn pursuant to the offer, the Issuers shall purchase Notes having an aggregate principal amount equal to the Offer Amount on a pro rata basis, with adjustments determined by the Issuers so that only Notes in a minimum denomination of $2,000 principal amount and multiples of $1,000 above that amount (or if a PIK Payment has been made, in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof with respect to a PIK Note or the portion of such a Global Note constituting PIK Interest) shall be purchased. The Company, the Depositary or the Paying Agent, as the case may be, Agent shall promptly (but in any case not later than five days Business Days after the Purchase Date) mail or deliver pay to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder, as the case may be, Holder and accepted by the Company Issuers for purchase, and the Company, Issuers shall promptly issue a new Note. The , and the Trustee, upon written request from the Company Issuers in the form of an Issuer Order shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrenderedsurrendered upon cancellation of the original Note. Any Note not so accepted shall be promptly mailed or delivered by the Company Issuers to the respective Holder thereof. The Company Issuers shall publicly announce the results of the Repurchase Offer as soon as practicable after to Purchase on the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. (i) In the event that, pursuant to Sections 4.10 and 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall sendoffer to purchase for cash or, by first class mailin the case of a Repurchase Event that is an exchange offer, a notice at the option of the Holders for the relevant exchange securities, at the Repurchase Price all Warrants outstanding on the Notice Date for such Repurchase Offer that are properly tendered to the Trustee and each of the Holders, with a copy Warrant Agent on or prior to the Trustee. The notice shall contain all instructions and materials necessary to enable Final Surrender Time for such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open;. (ii) Each Holder may, but shall not be obligated to, accept such Repurchase Offer by tendering to the Offer AmountWarrant Agent, on or prior to the Final Surrender Time for such Repurchase Offer, the purchase price Warrant Certificates evidencing the Warrants such Holder desires to have repurchased in such offer, together with a completed Certificate for Surrender in substantially the form attached to the Warrant Certificate. A Holder may withdraw all or a portion of the Warrants tendered to the Warrant Agent at any time prior to the Final Surrender Time for such Repurchase Offer. If less than all the Warrants represented by a Warrant Certificate shall be tendered, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which shall not be tendered shall be executed by the Company and delivered to the Warrant Agent and the Purchase Date; (iii) that any Note not tendered Warrant Agent shall countersign the new Warrant Certificate, registered in such name or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (iv) that, unless the Company defaults names as may be directed in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer writing by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, and shall make available for delivery the principal amount of new Warrant Certificate to the Note Person or Persons entitled to receive the same; provided that the Holder delivered for purchase and a statement that of such Xxxxxx is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, Warrants shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to responsible for the unpurchased portion payment of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, any transfer taxes required as the case may be, shall promptly (but result of any change in ownership of such Warrants and any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company transfer shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereoflaw.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 Section 4.10, 4.11 or 4.16 hereof, the Company shall be Issuers are required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”an "REPURCHASE OFFER"), it shall they will follow the procedures specified below. The Repurchase Offer shall will remain open for a period of at least 20 Business Days following its commencement and no longernot more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). No later than five three Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company shall Issuers will purchase at the Purchase Price (as determined in accordance with Section 4.10, 4.11 and 4.16 hereof, as the case may be) the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof Section 4.10, 4.11 or 4.16 hereof, as the case may be, (the “Offer Amount”"OFFER AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall and Liquidated Damages, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall will be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall Issuers will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall will govern the terms of the Repurchase Offer, shall will state: (i1) that the Repurchase Offer is being made pursuant to this Section 3.08 3.10, and either Section 4.10 4.10, 4.11 or Section 4.14 4.16 hereof, as the case may be, and the length of time the Repurchase Offer shall will remain open; (ii2) the Offer Amount, the purchase price and the Purchase Date; (iii3) that any Note not tendered or accepted for payment shall will continue to accrete or accrue interest and Liquidated Damages, if any; (iv4) that, unless the Company defaults Issuers default in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall will cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v5) that Holders electing to have a Note purchased pursuant to a an Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only;; 50 (vi6) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall will be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” on " attached to the reverse of the Note Notes completed, or transfer by book-entry transfer, to the CompanyIssuers, the a Depositary, if appointed by the CompanyIssuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii7) that Holders shall will be entitled to withdraw their election if the CompanyIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 4.15 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “"Repurchase Offer”"), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 up to 30 Business Days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 4.15 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (ia) that the Repurchase Offer is being made pursuant to this Section 3.08 3.09 and Section 4.10 or Section 4.14 4.15 hereof, and the length of time the Repurchase Offer shall remain open; (iib) the Offer Amount, the purchase price and the Purchase Date; (iiic) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (ivd) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (ve) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vif) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositarya depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (viig) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased; (viiih) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with pursuant to the procedures terms of the Depositary Section 3.02 hereof (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ixi) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, payment on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ ' Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.083.09. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale a Repurchase Offer. To the extent that the provision of any securities laws or regulations conflict with the provisions of this Section 3.09, the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 3.09, by virtue of such conflict. Other than as specifically provided in this Section 3.083.09, any purchase pursuant to this Section 3.08 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 Section 4.09 or Section 4.11 hereof, the Company Issuers shall be required to commence an offer “Offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it Purchase,” they shall follow the procedures specified below. The Repurchase Offer to Purchase shall remain open for a specified period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by in accordance with applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company Issuers shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 Section 4.09 or Section 4.11 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase OfferOffer to Purchase. Payment for If any Notes so Note is to be purchased in part only, any notice of purchase that relates to such Note shall state the portion of the principal amount thereof that has been or is to be made in the same manner as interest payments are madepurchased. If the Purchase Date is on or after an a Record Date for the payment of interest record date and on or before the related interest payment dateapplicable Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record dateRecord Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase OfferOffer to Purchase. Upon the commencement of a Repurchase Offeran Offer to Purchase, the Company Issuer shall send, by first class mail, deliver in accordance with Section 12.02 a written notice to the Trustee Trustee, the Notes Administrator, the Paying Agent and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase OfferOffer to Purchase. The Repurchase Offer to Purchase shall be made to all Holders. The notice, which shall govern the terms of the Repurchase OfferOffer to Purchase, shall state: (ia) that the Repurchase Offer is being made pursuant principal amount of Notes subject to this Section 3.08 and Section 4.10 or Section 4.14 hereof, the offer and the length of time the Repurchase Offer shall remain openpurchase price; (iib) an expiration date (the Offer Amount, “expiration date”) not less than 30 days nor more than 60 days after the purchase price and date of the offer; (c) the Purchase Date; (iiid) that any Note not tendered or accepted for payment shall continue information concerning the business of the Company and its Subsidiaries and the circumstances surrounding such Offer to accrete or accrue interest and Liquidated Damages, if any;Purchase which the Company in good faith believes will enable the Holders to make an informed decision with respect to the Offer to Purchase; and (ive) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment instructions and materials necessary to enable Holders to tender Notes pursuant to the Repurchase offer. A Holder may tender all or any portion of its Notes pursuant to an Offer shall cease to accrete or accrue interest Purchase, subject to the requirement that any portion of a Note tendered must be in a minimum denomination of $1.00 principal amount and Liquidated Damages, if any, after the Purchase Date; (v) multiples of $1.00 above that amount. Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the such Note, with the an appropriate form entitled “Option of Holder to Elect Purchase” on the reverse of the Note duly completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent Issuers at the address specified in the notice at least three days before Business Days prior to the Purchase Date; (vii) that purchase date. Holders shall be entitled to withdraw their election if the Company, the Depositary Notes Administrator or the Paying Agent, as the case may be, receives, an Issuer receives not later than one Business Day prior to the expiration of the Offer Periodpurchase date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered by the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased; (viii) that, if . On the aggregate amount of Notes surrendered by Holders exceeds Purchase Date the purchase price shall become due and payable on each Note accepted for purchase pursuant to the Offer Amount, to Purchase and interest on Notes purchased shall cease to accrue on and after the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)Purchase Date. On or before the Purchase Date, the Company Issuers shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) thereof tendered pursuant to the Repurchase OfferOffer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered, deposit with the Paying Agent an amount equal to the Offer Amount in respect of all Notes or portions of Notes properly tendered and shall deliver in accordance with Section 12.02 to the Trustee Trustee, the Notes Administrator and the Paying Agent an Officers’ Certificate stating that such Notes (or portions thereof) thereof were accepted for payment by the Company Issuers in accordance with the terms of this Section 3.083.02. If the Offer to Purchase is for less than all of the outstanding Notes and Notes in an aggregate principal amount in excess of the Offer Amount are tendered and not withdrawn pursuant to the offer, the Issuers shall purchase Notes having an aggregate principal amount equal to the Offer Amount on a pro rata basis, with adjustments determined by the Issuers so that only Notes in a minimum denomination of $1,000 principal amount and multiples of $1,000 above that amount (or if a PIK Payment has been made, in minimum denominations of $1.00 and any integral multiple of $1.00 in excess thereof with respect to a PIK Note or the portion of such a Global Note constituting PIK Interest) shall be purchased. The Company, the Depositary or the Paying Agent, as the case may be, Agent shall promptly (but in any case not later than five days Business Days after the Purchase Date) mail or deliver pay to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder, as the case may be, Holder and accepted by the Company Issuers for purchase, and the Company, Issuers shall promptly issue a new Note. The Trustee, and the Notes Administrator, upon written request from the Company Issuers in the form of an Issuer Order shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrenderedsurrendered upon cancellation of the original Note. Any Note not so accepted shall be promptly mailed or delivered by the Company Issuers to the respective Holder thereof. The Company Issuers shall publicly announce the results of the Repurchase Offer as soon as practicable after to Purchase on the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. (a) In the event that, pursuant to Sections 4.10 and 4.14 hereof, that the Company shall ----------------- be required to commence an offer to all Holders to purchase their respective Notes Securities (a “"Repurchase Offer”), it ") pursuant to Section 4.06 hereof (an "Excess Proceeds Offer") or pursuant to Section 4.08 hereof (a "Change of Control Offer") the Company shall follow the procedures specified below. The in this Section 3.09: (i) Within 30 days after (A) a Change of Control (unless (1) the Company is not required to make such offer pursuant to Section 4.08(c) or (2) all Securities have been called for redemption pursuant to Section 3.07(a) and 3.07(c) or (B) the Company is required to make an Asset Sale Offer pursuant to Section 4.06, the Company shall (x) commence a Repurchase Offer Offer, which shall remain open for a period of at least 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”). No later than five Business Days after the termination of the Offer Period ") and (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”y) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice Holders which shall contain all instructions and materials necessary to enable such Holders to tender Notes Securities pursuant to the such Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall describe the transaction or transactions that constitute the Change of Control or Asset Sale requiring an Asset Sale Offer, as the case may be, and shall state: (iA) that the Repurchase Offer is being made pursuant to this Section 3.08 3.09 and Section 4.10 4.06 or Section 4.14 hereof4.08, and as the length of time the Repurchase Offer shall remain opencase may be, as applicable; (iiB) the principal amount of Securities required to be purchased pursuant to Section 4.06, in case of an Excess Proceeds Offer, or that the Company is required to offer to purchase all of the outstanding principal amount of Securities, in the case of a Change of Control Offer (such amount, the "Offer Amount"), the purchase price and and, that on the date specified in such notice (the "Purchase Date"), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, the Company shall repurchase all Securities validly tendered and not withdrawn pursuant to this Section 3.09 and Section 4.06 or 4.08, as applicable; (iiiC) that any Note Security not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if anyinterest; (ivD) that, unless the Company defaults in making such payment, any Note (or portion thereof) Securities accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (vE) that Holders electing to have a Note Security purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts all or any portion of $2,000 or in integral multiples of $1,000 onlysuch Security purchased; (viF) that Holders electing to have a Note Security purchased pursuant to any Repurchase Offer shall be required to surrender the NoteSecurity, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note Security, or such other customary documents of surrender and transfer as the Company may reasonably request, duly completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by Depositary or the Company, or a Paying Agent at the address specified in the notice at least three days before prior to the Purchase Date; (viiG) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Security the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his its election to have such Note Security purchased; (viiiH) that, in the case of an Excess Proceeds Offer, if the aggregate principal amount of Notes Securities surrendered by Holders thereof exceeds the Offer Amount, the Trustee Company shall select the Notes Securities to be purchased on a pro rata basis or in accordance with (based upon the procedures of the Depositary (outstanding principal amount thereof), with such adjustments as may be deemed appropriate by the Trustee Company so that only Notes Securities in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and; (ixI) that Holders whose Notes were Securities are purchased only in part shall be issued new Notes Securities equal in principal amount to the unpurchased portion of the Notes Securities surrendered (or transferred by book-entry transfer). ; and (J) the CUSIP number, if any, printed on the Securities being repurchased and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities. (ii) On (or at the Company's election, before) the Purchase Date, the Company shall, (A) to the extent lawful, accept for payment, on a pro rata basis to the extent necessarynecessary in the case of an Excess Proceeds Offer, the Offer Amount of Notes (Securities or portions thereof) thereof tendered pursuant to the Repurchase OfferOffer and not theretofore withdrawn, or if Securities aggregating less than the Offer Amount has have been tendered, all Notes Securities tendered, and shall deliver to the Trustee an Officers’ ' Certificate stating that such Notes (Securities or portions thereof) thereof were accepted for payment by the Company in accordance with the terms of this Section 3.083.09, (B) deposit with the Paying Agent an amount equal to the payment required in respect of all Securities or portions thereof so tendered and (C) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers' Certificate stating the aggregate principal amount of Securities or portions thereof being purchased by the Company. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price Change of Notes Control Payment or the payment due to each respective Holder in respect of the Excess Proceeds Offer, as applicable, with respect to the Securities tendered by such Holder, as the case may be, Holder and accepted by the Company for purchase, and the Company, Company shall promptly issue a new Note. The Security, and the Trustee, upon written request from the Company Company, shall authenticate and mail or deliver such new Note Security to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note Securities so surrendered, provided that -------- each such new Security shall be in a principal amount of $1,000 or an integral multiple thereof. Any Note Security not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. On the Purchase Date, all Securities purchased by the Company shall be delivered to the Trustee for cancellation. All Securities or portions thereof purchased pursuant to the Repurchase Offer will be canceled by the Trustee. The Company shall publicly announce the results of the Repurchase Offer on or as soon as practicable after the Purchase Date, but in no case more than five Business Days thereafter. If the Company complies with the provisions of the preceding paragraph, on and after the Purchase Date interest shall cease to accrue on the Securities or the portions of Securities repurchased. If a Security is repurchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Security was registered at the close of business on such record date. If any Security called is not repurchased upon surrender because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the Purchase Date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Securities and in Section 4.01 hereof. (b) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the repurchase Repurchase Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with provisions of this Section 3.09, the Notes pursuant Company shall comply with such securities laws and regulations and shall not be deemed to an have breached its obligations under this Section by virtue thereof. (c) Prior to complying with the provisions of this Section 3.09, but in any event within 90 days following a Change of Control Offer or Asset Sale Offer, as applicable, the Company shall either repay all outstanding Senior Debt of the Company or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt of the Company to permit the repurchase of Securities required by this Section 3.09 and Section 4.06 or 4.08, as applicable. (d) Once notice of repurchase is mailed in accordance with this Section 3.09, all Securities validly tendered and not withdrawn (or, in the case of an Excess Proceeds Offer, if the Company is not required to repurchase all of such Securities then the pro rata portion of such Securities that the Company may be required to purchase pursuant to Section 3.02 and/or 4.06 hereof, as applicable) become irrevocably due and payable on the Purchase Date at the purchase price specified herein. A notice of repurchase may not be conditional. (e) Other than as specifically provided in this Section 3.083.09 or Section 4.06 or 4.08, as applicable, any purchase pursuant to this Section 3.08 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.02 and 3.06 hereof.

Repurchase Offers. (i) In the event that, pursuant to Sections 4.10 and 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice offer to purchase for cash at the Repurchase Price all Warrants outstanding on the Notice Date for such Repurchase Offer that are properly tendered to the Trustee and each of the Holders, with a copy Warrant Agent on or prior to the Trustee. The notice shall contain all instructions and materials necessary to enable Final Surrender Time for such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open;. (ii) Each Holder may, but shall not be obligated to, accept such Repurchase Offer by tendering to the Offer AmountWarrant Agent, on or prior to the Final Surrender Time for such Repurchase Offer, the purchase price Warrant Certificates evidencing the Warrants such Holder desires to have repurchased in such offer, together with a completed Certificate for Surrender in substantially the form attached to the Warrant Certificate. A Holder may withdraw all or a portion of the Warrants tendered to the Warrant Agent at any time prior to the Final Surrender Time for such Repurchase Offer. If less than all the Warrants represented by a Warrant Certificate shall be tendered, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which were not tendered shall be executed by the Company and delivered to the Warrant Agent and the Purchase Date; (iii) that any Note not tendered Warrant Agent shall countersign the new Warrant Certificate, registered in such name or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments names as may be deemed appropriate directed in writing by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tenderedHolder, and shall deliver the new Warrant Certificate to the Trustee an Officers’ Certificate stating Person or Persons entitled to receive the same; PROVIDED that the Holder of such Notes (or portions thereof) were accepted Warrants shall be responsible for the payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, any transfer taxes required as the case may be, shall promptly (but result of any change in ownership of such Warrants and any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company transfer shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereoflaw.

Repurchase Offers. In the event that, pursuant to Sections Section 4.10 and 4.14 or 4.15 hereof, the Company Issuers shall be required to commence an offer to all the Holders to purchase all or a portion of their respective Notes (a “Repurchase Offer”), it they shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five (5) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company Issuers shall purchase at the purchase price (as determined in accordance with Section 4.10 or Section 4.15, as the case may be) the maximum principal amount of Notes that are required to be purchased pursuant to Sections Section 4.10 and 4.14 hereof or 4.15 hereof, as the case may be, (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. The offer price in any Repurchase Offer will be equal to 100% of the principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. Payment for any Notes so purchased shall be made in cash and in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company Issuers shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (ia) that the Repurchase Offer is being made pursuant to this Section 3.08 3.10 and Section 4.10 or Section 4.14 4.15 hereof, as the case may be, and the length of time the Repurchase Offer shall remain open; (iib) the Offer Amount, the purchase price and the Purchase Date; (iiic) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (ivd) that, unless the Company defaults Issuers default in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (ve) that Holders electing to have a Note purchased pursuant to a an Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vif) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-–entry transfer, to the CompanyIssuers, the Depositarya depositary, if appointed by the CompanyIssuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (viig) that Holders each Holder shall be entitled to withdraw their its election if the CompanyIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holderhis name, the principal amount of the Note the such Holder or holder delivered for purchase and a statement that such Xxxxxx Holder or holder is withdrawing his election to have such Note purchased; (viiih) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with pursuant to the procedures terms of the Depositary Section 3.02 hereof (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ixi) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before the Purchase Date, the Company Issuers shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, payment the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company Issuers in accordance with the terms of this Section 3.083.10. The CompanyIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such HolderHolder or holder, as the case may be, and accepted by the Company Issuers for purchase, and if less than all the CompanyNotes tendered by a Holder are purchased, the Issuers, shall promptly issue a new Note. The Note in a principal amount equal to any unpurchased portion of the Notes surrendered and the Trustee, upon written request from the Company Issuers, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company Issuers to the respective Holder thereof. The Company Issuers shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale OfferOffer and to the extent such laws and regulations conflict with other provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Indenture by virtue thereof. Other than as specifically provided in this Section 3.083.10, any purchase pursuant to this Section 3.08 3.10 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified below. The Repurchase Xxx Xxxxxxxxxx Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mailmail or electronically or otherwise in accordance with DTC procedures, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 3.09 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damagesinterest, if any; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damagesinterest, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 in excess thereof only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver send to the Trustee an Officers’ Officer’s Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.083.09. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver send to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company with an Authentication Order, shall authenticate and mail or deliver send electronically or otherwise in accordance with DTC procedures such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.083.09, any purchase pursuant to this Section 3.08 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections Section 4.10 and 4.14 or 4.15 hereof, the Company Issuers shall be required to commence an offer to all the Holders to purchase all or a portion of their respective Notes (a “Repurchase Offer”), it they shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five (5) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company Issuers shall purchase at the purchase price (as determined in accordance with Section 4.10 or Section 4.15, as the case may be) the maximum principal amount of Notes that are required to be purchased pursuant to Sections Section 4.10 and 4.14 hereof or 4.15 hereof, as the case may be, (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. The offer price in any Repurchase Offer will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash. Payment for any Notes so purchased shall be made in cash and in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company Issuers shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (ia) that the Repurchase Offer is being made pursuant to this Section 3.08 3.10 and Section 4.10 or Section 4.14 4.15 hereof, as the case may be, and the length of time the Repurchase Offer shall remain open; (iib) the Offer Amount, the purchase price and the Purchase Date; (iiic) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if anyinterest; (ivd) that, unless the Company defaults Issuers default in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (ve) that Holders electing to have a Note purchased pursuant to a an Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vif) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the CompanyIssuers, the Depositarya depositary, if appointed by the CompanyIssuers, or a Paying Agent at the address specified in the notice at least three (3) days before the Purchase Date; (viig) that Holders each Holder shall be entitled to withdraw their its election if the CompanyIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holderhis name, the principal amount of the Note the such Holder or holder delivered for purchase and a statement that such Xxxxxx Holder or holder is withdrawing his election to have such Note purchased; (viiih) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with pursuant to the procedures terms of the Depositary Section 3.02 hereof (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 hereof, that the Company shall be required to commence an offer to all Holders to purchase their respective Senior Subordinated Notes (a “"Repurchase Offer”"), it pursuant to Section 4.10 hereof (an "Excess Proceeds Offer"), or pursuant to Section 4.15 hereof (a "Change of Control Offer") the Company shall follow the procedures specified below. The Repurchase Offer shall commence no later than ten Business Days after a Change of Control (unless the Company is not required to make such offer pursuant to Section 4.15(b) hereof) or an Excess Proceeds Offer Triggering Event, as the case may be, and remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase the principal amount of Senior Subordinated Notes required to be purchased pursuant to Sections Section 4.10 and 4.14 hereof hereof, in the case of an Excess Proceeds Offer, or 4.15 hereof, in the case of a Change of Control Offer (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Senior Subordinated Notes tendered in response to the Repurchase Offer. Payment for any Senior Subordinated Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Senior Subordinated Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Senior Subordinated Notes pursuant to the Repurchase Excess Proceeds Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Senior Subordinated Notes pursuant to the such Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall describe the transaction or transactions that constitute the Change of Control or Excess Proceeds Offer Triggering Event, as the case may be and shall state: (ia) that the Repurchase Offer is being made pursuant to this Section 3.08 3.09 and Section 4.10 or Section 4.14 4.15 hereof, as the case may be, and the length of time the Repurchase Offer shall remain open; (iib) the Offer Amount, the purchase price and the Purchase Date; (iiic) that any Senior Subordinated Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if anyinterest; (ivd) that, unless the Company defaults in making such payment, any Senior Subordinated Note (or portion thereof) accepted for payment pursuant to the Repurchase Sale Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (ve) that Holders electing to have a Senior Subordinated Note purchased pursuant to a an Repurchase Offer may only elect to have Notes purchased in principal amounts all or any portion of $2,000 or in integral multiples of $1,000 onlysuch Senior Subordinated Note purchased; (vif) that Holders electing to have a Senior Subordinated Note purchased pursuant to any Repurchase Offer shall be required to surrender the Senior Subordinated Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note Senior Subordinated Note, or such other customary documents of surrender and transfer as the Company may reasonably request, duly completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by or the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (viig) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Senior Subordinated Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Senior Subordinated Note purchased; (viiih) that, if the aggregate principal amount of Senior Subordinated Notes surrendered by Holders exceeds the Offer Amount, the Trustee Company shall select the Senior Subordinated Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee Company so that only Senior Subordinated Notes in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ixi) that Holders whose Senior Subordinated Notes were purchased only in part shall be issued new Senior Subordinated Notes equal in principal amount to the unpurchased portion of the Senior Subordinated Notes surrendered (or transferred by book-entry transfer). On (or at the Company's election, before) the Purchase Date, the Company shall, (i) to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Senior Subordinated Notes (or portions thereof) thereof tendered pursuant to the Repurchase OfferOffer and not theretofore withdrawn, or if less than the Offer Amount has been tendered, all Senior Subordinated Notes tendered, and shall deliver to the Trustee an Officers’ ' Certificate stating that such Senior Subordinated Notes (or portions thereof) thereof were accepted for payment by the Company in accordance with the terms of this Section 3.083.09, (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment or Excess Proceeds Payment in respect of all Senior Subordinated Notes or portions thereof so tendered and (iii) deliver or cause to be delivered to the Trustee the Senior Subordinated Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Senior Subordinated Notes or portions thereof being purchased by the Company. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.promptly

Repurchase Offers. (a) In the event that, pursuant to Sections 4.10 and 4.14 hereof, that the Company shall be required to commence an offer to all Holders to purchase their respective Notes Securities (a “"Repurchase Offer”), it ") pursuant to Section 4.06 hereof (an "Excess Proceeds Offer") or pursuant to Section 4.08 hereof (a "Change of Control Offer") the Company shall follow the procedures specified below. The in this Section 3.09: (i) Within 30 days after (A) a Change of Control (unless (1) the Company is not required to make such offer pursuant to Section 4.08(b) or (2) all Securities have been called for redemption pursuant to Section 3.07(c)) or (B) the Company is required to make an Asset Sale Offer pursuant to Section 4.06, the Company shall (x) commence a Repurchase Offer Offer, which shall remain open for a period of at least 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”). No later than five Business Days after the termination of the Offer Period ") and (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”y) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice Holders which shall contain all instructions and materials necessary to enable such Holders to tender Notes Securities pursuant to the such Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall describe the transaction or transactions that constitute the Change of Control or Asset Sale requiring an Asset Sale Offer, as the case may be, and shall state: (iA) that the Repurchase Offer is being made pursuant to this Section 3.08 3.09 and Section 4.10 4.06 or Section 4.14 hereof4.08, and as the length of time the Repurchase Offer shall remain opencase may be, as applicable; (iiB) the principal amount of Securities required to be purchased pursuant to Section 4.06, in case of an Excess Proceeds Offer, or that the Company is required to offer to purchase all of the outstanding principal amount of Securities, in the case of a Change of Control Offer (such amount, the "Offer Amount"), the purchase price and and, that on the date specified in such notice (the "Purchase Date"), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, the Company shall repurchase all Securities validly tendered and not withdrawn pursuant to this Section 3.09 and Section 4.06 or 4.08, as applicable; (iiiC) that any Note Security not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if anyinterest; (ivD) that, unless the Company defaults in making such payment, any Note (or portion thereof) Securities accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (vE) that Holders electing to have a Note Security purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts all or any portion of $2,000 or in integral multiples of $1,000 onlysuch Security purchased; (viF) that Holders electing to have a Note Security purchased pursuant to any Repurchase Offer shall be required to surrender the NoteSecurity, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note Security, or such other customary documents of surrender and transfer as the Company may reasonably request, duly completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the CompanyDepository, or a the Paying Agent at the address specified in the notice at least three days before prior to the Purchase Date; (viiG) that Holders shall be entitled to withdraw their election if the Company, the Depositary Depository or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Security the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his its election to have such Note Security purchased; (viiiH) that, in the case of an Excess Proceeds Offer, if the aggregate principal amount of Notes Securities surrendered by Holders thereof exceeds the Offer Amount, the Trustee Company shall select the Notes Securities to be purchased on a pro rata PRO RATA basis or in accordance with (based upon the procedures of the Depositary (outstanding principal amount thereof), with such adjustments as may be deemed appropriate by the Trustee Company so that only Notes Securities in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and; (ixI) that Holders whose Notes were Securities are purchased only in part shall be issued new Notes Securities equal in principal amount to the unpurchased portion of the Notes Securities surrendered (or transferred by book-entry transfer). ; and (J) the CUSIP number, if any, printed on the Securities being repurchased and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities. (ii) On (or at the Company's election, before) the Purchase Date, the Company shall, (A) to the extent lawful, accept for payment, on a pro rata PRO RATA basis to the extent necessarynecessary in the case of an Excess Proceeds Offer, the Offer Amount of Notes (Securities or portions thereof) thereof tendered pursuant to the Repurchase OfferOffer and not theretofore withdrawn, or if Securities aggregating less than the Offer Amount has have been tendered, all Notes Securities tendered, and shall deliver to the Trustee an Officers’ ' Certificate stating that such Notes (Securities or portions thereof) thereof were accepted for payment by the Company in accordance with the terms of this Section 3.083.09, (B) deposit with the Paying Agent an amount equal to the payment required in respect of all Securities or portions thereof so tendered and (C) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers' Certificate stating the aggregate principal amount of Securities or portions thereof being purchased by the Company. The Company, the Depositary Depository or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price Change of Notes Control Payment or the payment due to each respective Holder in respect of the Excess Proceeds Offer, as applicable, with respect to the Securities tendered by such Holder, as the case may be, Holder and accepted by the Company for purchase, and the Company, Company shall promptly issue a new Note. The Security, and the Trustee, upon written request from the Company Company, shall authenticate and mail or deliver such new Note Security to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note Securities so surrendered, PROVIDED that each such new Security shall be in a principal amount of $1,000 or an integral multiple thereof. Any Note Security not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. On the Purchase Date, all Securities purchased by the Company shall be delivered to the Trustee for cancelation. All Securities or portions thereof purchased pursuant to the Repurchase Offer will be canceled by the Trustee. The Company shall publicly announce the results of the Repurchase Offer on or as soon as practicable after the Purchase Date, but in no case more than five Business Days thereafter. If the Company complies with the provisions of the preceding paragraph, on and after the Purchase Date interest shall cease to accrue on the Securities or the portions of Securities repurchased. If a Security is repurchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Security was registered at the close of business on such record date. If any Security called is not repurchased upon surrender because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the Purchase Date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Securities and in Section 4.01 hereof. (b) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the repurchase Repurchase Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with provisions of this Section 3.09, the Notes pursuant Company shall comply with such securities laws and regulations and shall not be deemed to an have breached its obligations under this Section by virtue thereof. (c) Prior to complying with the provisions of this Section 3.09, but in any event within 90 days following a Change of Control Offer or Asset Sale Offer, as applicable, the Company shall either repay all outstanding Senior Indebtedness of the Company or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness of the Company to permit the repurchase of Securities required by this Section 3.09 and Section 4.06 or 4.08, as applicable. (d) Once notice of repurchase is mailed in accordance with this Section 3.09, all Securities validly tendered and not withdrawn (or, in the case of an Excess Proceeds Offer, if the Company is not required to repurchase all of such Securities then the pro rata portion of such Securities that the Company may be required to purchase pursuant to Section 3.02 and/or 4.06 hereof, as applicable) become irrevocably due and payable on the Purchase Date at the purchase price specified herein. A notice of repurchase may not be conditional. (e) Other than as specifically provided in this Section 3.083.09 or Section 4.06 or 4.08, as applicable, any purchase pursuant to this Section 3.08 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.02 and 3.06 hereof.

Repurchase Offers. (i) In the event that, pursuant to Sections 4.10 and 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company ----------------- shall send, by first class mail, a notice offer to purchase for cash at the Repurchase Price all Warrants outstanding on the Notice Date for such Repurchase Offer that are properly tendered to the Trustee and each of the Holders, with a copy Warrant Agent on or prior to the Trustee. The notice shall contain all instructions and materials necessary to enable Final Surrender Time for such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open;. (ii) Each Holder may, but shall not be obligated to, accept such Repurchase Offer by tendering to the Offer AmountWarrant Agent, on or prior to the Final Surrender Time for such Repurchase Offer, the purchase price Warrant Certificates evidencing the Warrants such Holder desires to have repurchased in such offer, together with a completed Certificate for Surrender in substantially the form attached to the Warrant Certificate. A Holder may withdraw all or a portion of the Warrants tendered to the Warrant Agent at any time prior to the Final Surrender Time for such Repurchase Offer. If less than all the Warrants represented by a Warrant Certificate shall be tendered, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants which were not tendered shall be executed by the Company and delivered to the Warrant Agent and the Purchase Date; (iii) that any Note not tendered Warrant Agent shall countersign the new Warrant Certificate, registered in such name or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments names as may be deemed appropriate directed in writing by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tenderedHolder, and shall deliver the new Warrant Certificate to the Trustee an Officers’ Certificate stating Person or Persons entitled to receive the same; provided that the Holder of such Notes (or portions thereof) were accepted Warrants shall be responsible for the payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, any transfer taxes required as the case may be, shall promptly (but result of any change in ownership of such Warrants and any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company transfer shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereoflaw.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mailmail or electronically or otherwise in accordance with DTC procedures, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 3.09 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damagesinterest, if any; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damagesinterest, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 in excess thereof only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver send to the Trustee an Officers’ Officer’s Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.083.09. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver send to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company with an Authentication Order, shall authenticate and mail or deliver send electronically or otherwise in accordance with DTC procedures such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.083.09, any purchase pursuant to this Section 3.08 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. In (a) If the event that, pursuant to Sections 4.10 and 4.14 hereof, the Company Issuer shall be required to commence an offer to all Holders to purchase their respective Notes Securities (a “Repurchase Offer”) pursuant to Section 4.06 (an “Asset Sale Offer”) or pursuant to Section 4.08 (a “Change of Control Offer”), it the Issuer shall follow the procedures specified below. The in this Section 3.09: (1) Within 30 days after (A) a Change of Control (unless (1) the Issuer is not required to make such offer pursuant to Section 4.08(b) or (2) all Securities have been called for redemption pursuant to Section 3.07(a) or (c)) or (B) the date on which the Issuer is required to make an Asset Sale Offer pursuant to Section 4.06, the Issuer shall commence a Repurchase Offer Offer, which shall remain open for a period of at least 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, sending a notice to the Trustee and each of the Holders, with a copy to the Trustee. The by electronic transmission or by first class mail, which notice shall contain all instructions and materials necessary to enable such the Holders to tender Notes Securities pursuant to the such Repurchase Offer. The Repurchase Offer shall be made to all Holders. The Such notice, which shall govern the terms of the Repurchase Offer, shall describe the transaction or transactions that constitute the Change of Control or Asset Sale requiring an Asset Sale Offer, as the case may be, and shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 3.09 and Section 4.10 4.06 or Section 4.14 hereof4.08, and as the length of time the Repurchase Offer shall remain opencase may be; (ii) the principal amount of Securities required to be purchased pursuant to Section 4.06, in the case of an Asset Sale Offer, or that the Issuer is required to offer to purchase all of the outstanding principal amount of Securities, in the case of a Change of Control Offer (such amount, the “Offer Amount”), the purchase price and and, that on the date specified in such notice (the “Purchase Date”), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is sent, the Issuer shall repurchase an Offer Amount of Securities validly tendered and not withdrawn pursuant to this Section 3.09 and Section 4.06 or 4.08, as applicable; (iii) that any Note Security not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if anyinterest; (iv) that, unless the Company Issuer defaults in making such payment, any Note (or portion thereof) Securities accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note Security purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts all or any portion of $2,000 or in integral multiples of $1,000 onlysuch Security purchased; (vi) that Holders electing to have a Note Security purchased pursuant to any Repurchase Offer shall be required to surrender the NoteSecurity, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note Security, or such other customary documents of surrender and transfer as the Issuer may reasonably request, duly completed, or transfer the Security by book-entry transfer, to the CompanyIssuer, the Depositary, if appointed by or the Company, or a Paying Agent at the address specified in the notice at least three days before prior to the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the CompanyIssuer, the Depositary or the Paying Agent, as the case may be, in each case with a copy to the Trustee, receives, not later than the expiration of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Security the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his its election to have such Note Security purchased; (viii) that, in the case of an Asset Sale Offer, if the aggregate principal amount of Notes Securities surrendered by Holders thereof exceeds the Offer Amount, the Trustee shall select the Notes Securities to be purchased on a pro rata basis or in accordance with (based upon the procedures of the Depositary (outstanding principal amount thereof), with such adjustments as may be deemed appropriate by the Trustee Issuer so that only Notes Securities in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and; (ix) that Holders whose Notes were Securities are purchased only in part shall be issued new Notes Securities equal in principal amount to the unpurchased portion of the Notes Securities surrendered (or transferred by book-entry transfer). ; and (x) the CUSIP number, if any, printed on the Securities being repurchased and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities. (2) On (or at the Issuer’s election, before) the Purchase Date, the Company Issuer shall, (A) to the extent lawful, accept for payment, on a pro rata basis to the extent necessarynecessary in the case of an Asset Sale Offer, the Offer Amount of Notes (Securities or portions thereof) thereof tendered pursuant to the Repurchase OfferOffer and not theretofore withdrawn, or if Securities aggregating less than the Offer Amount has have been tendered, or in the case of a Change of Control Offer all Notes Securities tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (Securities or portions thereof) thereof were accepted for payment by the Company Issuer in accordance with the terms of this Section 3.083.09, (B) deposit with the Paying Agent an amount equal to the payment required in respect of all Securities or portions thereof so tendered and (C) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions thereof being purchased by the Issuer. The CompanyIssuer, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price Change of Notes Control Payment or the payment due to each respective Holder in respect of the Asset Sale Offer, as applicable, with respect to the Securities tendered by such Holder, as the case may be, Holder and accepted by the Company Issuer for purchase, and the Company, Issuer shall promptly issue a new Note. The Security, and the Trustee, upon written request from the Company Issuer, shall authenticate and mail or deliver such new Note Security to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note Securities so surrendered, provided that each such new Security shall be in a principal amount of $1,000 or an integral multiple thereof. Any Note Security not so accepted shall be promptly mailed or delivered by the Company Issuer to the respective Holder thereof. On the Purchase Date, all Securities purchased by the Issuer shall be delivered to the Trustee for cancellation. All Securities or portions thereof purchased pursuant to the Repurchase Offer shall be canceled by the Trustee. The Company Issuer shall publicly announce the results of the Repurchase Offer on or as soon as practicable after the Purchase Date, but in no case more than five Business Days thereafter. For the purposes of the preceding sentence, it shall be sufficient for the Issuer to publish the results of the Repurchase Offer on its website on the world wide web. If the Issuer complies with the provisions of the preceding paragraph, on and after the Purchase Date interest shall cease to accrue on the Securities or the portions of Securities repurchased. If a Security is repurchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest, including Additional Interest, if any, shall be paid to the Person in whose name such Security was registered at the close of business on such record date. If any Security called is not repurchased upon surrender because of the failure of the Issuer to comply with the preceding paragraph, interest, including Additional Interest, if any, shall be paid on the unpaid principal, from the Purchase Date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Securities and in Section 4.01. (b) The Company Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the Repurchase Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with this Section 3.09, the Issuer shall comply with such securities laws and regulations and shall not be deemed to have breached its obligations under this Section 3.09 by virtue thereof. (c) Once notice of repurchase is sent in accordance with this Section 3.09, all Securities validly tendered and not withdrawn (or, in the case of the Notes pursuant to an Asset Sale Offer, if the Issuer is not required to repurchase all of such Securities then the pro rata portion of such Securities that the Issuer may be required to purchase pursuant to Section 3.02 and/or 4.06, as applicable) become irrevocably due and payable on the Purchase Date at the purchase price specified herein. A notice of repurchase may not be conditional. (d) Other than as specifically provided in this Section 3.083.09 or Section 4.06 or 4.08, as applicable, any purchase pursuant to this Section 3.08 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof3.02 and 3.06.

Repurchase Offers. In the event that, pursuant to Sections Section 4.10 and Section 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five (5) Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections Section 4.10 and Section 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mailmail or electronically or otherwise in accordance with DTC procedures, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 3.09 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damagesinterest, if any; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damagesinterest, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 in excess thereof only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver send to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.083.09. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver send to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company with an Authentication Order, shall authenticate and mail or deliver send electronically or otherwise in accordance with DTC procedures such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale a Repurchase Offer. Other than as specifically provided in this Section 3.083.09, any purchase pursuant to this Section 3.08 3.09 shall be made pursuant to the provisions of Sections Section 3.01 through Section 3.06 hereof.

Repurchase Offers. (a) In the event that, pursuant to Sections 4.10 and 4.14 hereof, that the Company shall be required to commence an ----------------- offer to all Holders to purchase their respective Notes Securities (a “"Repurchase Offer”), it ") pursuant to Section 4.06 hereof (an "Excess Proceeds Offer") or pursuant to Section 4.08 hereof (a "Change of Control Offer") the Company shall follow the procedures specified below. The in this Section 3.09: (i) Within 30 days after (A) a Change of Control (unless (1) the Company is not required to make such offer pursuant to Section 4.08(c) or (2) all Securities have been called for redemption pursuant to Section 3.07(a) or 3.07(b)) or (B) the Company is required to make an Asset Sale Offer pursuant to Section 4.06, the Company shall (x) commence a Repurchase Offer Offer, which shall remain open for a period of at least 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”). No later than five Business Days after the termination of the Offer Period ") and (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”y) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice Holders which shall contain all instructions and materials necessary to enable such Holders to tender Notes Securities pursuant to the such Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall describe the transaction or transactions that constitute the Change of Control or Asset Sale requiring an Asset Sale Offer, as the case may be, and shall state: (iA) that the Repurchase Offer is being made pursuant to this Section 3.08 3.09 and Section 4.10 4.06 or Section 4.14 hereof4.08, and as the length of time the Repurchase Offer shall remain opencase may be, as applicable; (iiB) the principal amount of Securities required to be purchased pursuant to Section 4.06, in case of an Excess Proceeds Offer, or that the Company is required to offer to purchase all of the outstanding principal amount of Securities, in the case of a Change of Control Offer (such amount, the "Offer Amount"), the purchase price and and, that on the date specified in such notice (the "Purchase Date"), which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, the Company shall repurchase all Securities validly tendered and not withdrawn pursuant to this Section 3.09 and Section 4.06 or 4.08, as applicable; (iiiC) that any Note Security not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if anyinterest; (ivD) that, unless the Company defaults in making such payment, any Note (or portion thereof) Securities accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (vE) that Holders electing to have a Note Security purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts all or any portion of $2,000 or in integral multiples of $1,000 onlysuch Security purchased; (viF) that Holders electing to have a Note Security purchased pursuant to any Repurchase Offer shall be required to surrender the NoteSecurity, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note Security, or such other customary documents of surrender and transfer as the Company may reasonably request, duly completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by Depositary or the Company, or a Paying Agent at the address specified in the notice at least three days before prior to the Purchase Date; (viiG) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Security the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his its election to have such Note Security purchased; (viiiH) that, in the case of an Excess Proceeds Offer, if the aggregate principal amount of Notes Securities surrendered by Holders thereof exceeds the Offer Amount, the Trustee Company shall select the Notes Securities to be purchased on a pro rata basis or in accordance with (based upon the procedures of the Depositary (outstanding principal amount thereof), with such adjustments as may be deemed appropriate by the Trustee Company so that only Notes Securities in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and; (ixI) that Holders whose Notes were Securities are purchased only in part shall be issued new Notes Securities equal in principal amount to the unpurchased portion of the Notes Securities surrendered (or transferred by book-entry transfer). ; and (J) the CUSIP number, if any, printed on the Securities being repurchased and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities. (ii) On (or at the Company's election, before) the Purchase Date, the Company shall, (A) to the extent lawful, accept for payment, on a pro rata basis to the extent necessarynecessary in the case of an Excess Proceeds Offer, the Offer Amount of Notes (Securities or portions thereof) thereof tendered pursuant to the Repurchase OfferOffer and not theretofore withdrawn, or if Securities aggregating less than the Offer Amount has have been tendered, all Notes Securities tendered, and shall deliver to the Trustee an Officers’ ' Certificate stating that such Notes (Securities or portions thereof) thereof were accepted for payment by the Company in accordance with the terms of this Section 3.083.09, (B) deposit with the Paying Agent an amount equal to the payment required in respect of all Securities or portions thereof so tendered and (C) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers' Certificate stating the aggregate principal amount of Securities or portions thereof being purchased by the Company. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price Change of Notes Control Payment or the payment due to each respective Holder in respect of the Excess Proceeds Offer, as applicable, with respect to the Securities tendered by such Holder, as the case may be, Holder and accepted by the Company for purchase, and the Company, Company shall promptly issue a new Note. The Security, and the Trustee, upon written request from the Company Company, shall authenticate and mail or deliver such new Note Security to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note Securities so surrendered, provided that each such new Security shall be in a principal amount -------- of $1,000 or an integral multiple thereof. Any Note Security not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. On the Purchase Date, all Securities purchased by the Company shall be delivered to the Trustee for cancellation. All Securities or portions thereof purchased pursuant to the Repurchase Offer will be canceled by the Trustee. The Company shall publicly announce the results of the Repurchase Offer on or as soon as practicable after the Purchase Date, but in no case more than five Business Days thereafter. If the Company complies with the provisions of the preceding paragraph, on and after the Purchase Date interest shall cease to accrue on the Securities or the portions of Securities repurchased. If a Security is repurchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Security was registered at the close of business on such record date. If any Security called is not repurchased upon surrender because of the failure of the Company to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the Purchase Date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Securities and in Section 4.01 hereof. (b) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the repurchase Repurchase Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with provisions of this Section 3.09, the Notes pursuant Company shall comply with such securities laws and regulations and shall not be deemed to an have breached its obligations under this Section by virtue thereof. (c) Prior to complying with the provisions of this Section 3.09, but in any event within 90 days following a Change of Control Offer or Asset Sale Offer, as applicable, the Company shall either repay all outstanding Senior Debt of the Company or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt of the Company to permit the repurchase of Securities required by this Section 3.09 and Section 4.06 or 4.08, as applicable. (d) Once notice of repurchase is mailed in accordance with this Section 3.09, all Securities validly tendered and not withdrawn (or, in the case of an Excess Proceeds Offer, if the Company is not required to repurchase all of such Securities then the pro rata portion of such Securities that the Company may be required to purchase pursuant to Section 3.02 and/or 4.06 hereof, as applicable) become irrevocably due and payable on the Purchase Date at the purchase price specified herein. A notice of repurchase may not be conditional. (e) Other than as specifically provided in this Section 3.083.09 or Section 4.06 or 4.08, as applicable, any purchase pursuant to this Section 3.08 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.02 and 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 Section 4.10, 4.11 or 4.16 hereof, the Company Issuers shall be required to commence commence, or if pursuant to clause (vi) of Section 4.07 hereof, the Issuers commence, an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it they shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company Issuers shall purchase at the Purchase Price (as determined in accordance with clause (vi) of Section 4.07, Section 4.10, 4.11 or 4.16 hereof, as the case may be) the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof clause (vi) of Section 4.07, Section 4.10, 4.11 or 4.16 hereof, as the case may be, (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the such Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest Interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest Interest shall be payable to Holders who tender Notes pursuant to the such Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company Issuers shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the such Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the such Repurchase Offer, shall state: (ia) that the Repurchase Offer is being made pursuant to this Section 3.08 3.09 and clause (vi) of Section 4.10 4.07, Section 4.10, 4.11 or Section 4.14 4.16 hereof, as the case may be, and the length of time the Repurchase Offer shall remain open; (iib) the Offer Amount, the purchase price and the Purchase Date; (iiic) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if anyInterest; (ivd) that, unless the Company defaults Issuers default in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, Interest after the Purchase Date; (ve) that Holders electing to have a Note purchased pursuant to a any Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 1 only; (vif) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the CompanyIssuers, the a Depositary, if appointed by the CompanyIssuers, or a Paying Agent at the address specified in the notice at least three days on or before the Purchase Date; (viig) that Holders shall be entitled to withdraw their election if the CompanyIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased; (viiih) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee Notes shall select be selected for purchase pursuant to the terms of Section 3.02 hereof, and that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased)surrendered; and (ixi) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before the Purchase Date, the Company Issuers shall, to the extent lawful, accept for payment, on a pro rata basis pursuant to the extent necessaryterms of Section 3.02 hereof, the Offer Amount of Notes (or portions thereof) thereof tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) thereof were accepted for payment by the Company Issuers in accordance with the terms of this Section 3.083.09. The CompanyIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five Business days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder, as the case may be, Holder and accepted by the Company Issuers for purchase, and the Company, Issuers shall promptly issue a new Note. The , and the Trustee, upon written request from the Company Issuers, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company Issuers to the respective Holder thereof. The Company Issuers shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent that such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale the Repurchase Offer. To the extent that the provisions of Rule 14e-1 under the Exchange Act or any securities laws or regulations conflict with the provisions of Sections 3.09, clause (vi) of Section 4.07, 4.10, 4.11 or 4.16 of this Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under those sections of this Indenture. Other than as specifically provided in this Section 3.083.09, any purchase pursuant to this Section 3.08 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 hereof, that the Company shall be required to commence an offer to all Holders to purchase their respective repurchase Notes (a “"Repurchase Offer”)") pursuant to Section 4.10 hereof, it an Asset Sale Offer, or pursuant to Section 4.14 hereof, a Change of Control Offer, the Company shall follow the procedures specified below. The . A Repurchase Offer shall commence no earlier than 30 days and no later than 60 days after a Change of Control (unless the Company is not required to make such offer pursuant to Section 4.14(c) hereof) or an Asset Sale Offer shall be required to be made pursuant to Section 4.10, as the case may be, and remain open for a period of 20 twenty (20) Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No On a date specified in the notice of such Repurchase Offer, which shall be no later than five (5) Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections Section 4.10 and hereof, in the case of an Asset Sale Offer, or 4.14 hereof hereof, in the case of a Change of Control Offer (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest or Liquidated Damages, if any, shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the such Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall describe the transaction or transactions that constitute the Change of Control or Asset Sale Offer, as the case may be, and shall state: (ia) that the Repurchase Offer is being made pursuant to this Section 3.08 3.09 and Section 4.10 or Section 4.14 hereof, as the case may be, and the length of time the Repurchase Offer shall remain open; (iib) the Offer Amount, the purchase price and the Purchase Date; (iiic) that any Note not tendered or and accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if anyinterest; (ivd) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (ve) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note Note, duly completed, or to transfer their interest in such Note by book-entry transfer, to the Company, the Depositary, if appointed by or the Company, or a Paying Agent at the address specified in the notice at least three days before not later than the Purchase Dateclose of business on the last day of the Offer Period; (viif) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased; (viiig) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee Company shall select the Notes to be purchased on a pro rata PRO RATA basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee Company so that only Notes in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ixh) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections Section 4.10 and 4.14 hereofor Section 4.14, the Company shall be required to commence an offer to all Holders to purchase all or a portion of their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified in such Sections and, to the extent not inconsistent therewith, the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days no less than 30 days and no more than 60 days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections Section 4.10 and or 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, in the case of Global Notes send or cause to be sent in accordance with Applicable Procedures or in the case of Notes that are not Global Notes, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated DamagesAdditional Interest, if any; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated DamagesAdditional Interest, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts minimum denominations of $2,000 or in and integral multiples of $1,000 onlyin excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry book‑entry transfer, to the Company, the Depositarya depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile or other electronic transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall shall, subject in the case of a Repurchase Offer made pursuant to the provisions of Section 4.10, select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry book‑entry transfer). On the Purchase Date, the Company shall, to the extent lawful, subject in the case of a Repurchase Offer made pursuant to the provisions of Section 4.10, accept for payment, payment on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five three days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, Company shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 14e‑1 under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale a Repurchase Offer. Other than as specifically provided in this To the extent that the provisions of any securities laws or regulations conflict with Section 3.08, any purchase pursuant 4.10 or 4.14, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to this have breached its obligations under Section 3.08 shall be made pursuant to the provisions 3.08, 4.10 or 4.14 by virtue of Sections 3.01 through 3.06 hereofsuch compliance.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 hereofSection 4.06 or Section 4.08, the Company Issuer shall be required to commence an offer to all Holders to purchase all or a portion of their respective Notes (a “Repurchase Offer”), it the Issuer shall follow the procedures specified below. in Section 4.06 or Section 4.08, as applicable, and, to the extent not inconsistent therewith, the procedures specified in this Section 3.09. (a) The Repurchase Offer shall remain open for a period of 20 Business Days no less than 30 days and no more than 60 days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company Issuer shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof Section 4.06 or Section 4.08 (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. . (b) If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. . (c) Upon the commencement of a Repurchase Offer, the Company Issuer shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 3.09 and either Section 4.10 4.06 or Section 4.14 hereof4.08, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, Special Interest (if any); (iv) that, unless the Company Issuer defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, Special Interest (if any, ) after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased only in a principal amounts amount of $2,000 or in an integral multiples multiple of $1,000 onlyin excess thereof; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the CompanyIssuer, the Depositarya depositary, if appointed by the CompanyIssuer, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the CompanyIssuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall shall, subject in the case of a Repurchase Offer made pursuant to Section 4.06 to the provisions of Section 4.06, select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). . (d) On the Purchase Date, the Company Issuer shall, to the extent lawful, subject in the case of a Repurchase Offer made pursuant to Section 4.06 to the provisions of Section 4.06, accept for payment, payment on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company Issuer in accordance with the terms of this Section 3.083.09. The CompanyIssuer, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five three days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, Holder and accepted by the Company Issuer for purchase, and and, if necessary, the Company, Issuer shall promptly issue a new NoteNote or Notes representing any unpurchased portion of the Note or Notes tendered. The Trustee, upon written request from the Company Issuer shall authenticate and mail or deliver such new Note or Notes to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note or Notes surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company Issuer to the respective Holder thereof. The Company Issuer shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. . (e) The Company Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale a Repurchase Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to To the extent that the provisions of Sections 3.01 through 3.06 hereofany securities laws or regulations conflict with Section 3.09, Section 4.06 or Section 4.08, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under Section 3.09, Section 4.06 or Section 4.08 by virtue of such compliance. (f) If any of the Notes are in the form of a Global Note, then the Issuer shall modify the notice set forth in Section 3.09(c) and the method of delivery of such notice to the extent necessary to accord with the Applicable Procedures that apply to the repurchase of Global Notes and beneficial interests in Global Notes.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 4.15 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”"REPURCHASE OFFER"), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 30 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 4.15 hereof (the “Offer Amount”"OFFER AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (ia) that the Repurchase Offer is being made pursuant to this Section 3.08 3.09 and Section 4.10 or Section 4.14 4.15 hereof, and the length of time the Repurchase Offer shall remain open; (iib) the Offer Amount, the purchase price and the Purchase Date; (iiic) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (ivd) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (ve) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vif) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositarya depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (viig) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased; (viiih) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with pursuant to the procedures terms of the Depositary Section 3.02 hereof (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ixi) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, payment on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ ' Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.083.09. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.laws

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 Section 4.10, 4.11 or 4.16 hereof, the Company Issuers shall be required to commence an offer to all Holders to purchase their respective Mortgage Notes (a “"Repurchase Offer”"), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company Issuers shall purchase at the Purchase Price (as determined in accordance with Section 4.10, 4.11 or 4.16 hereof, as the case may be) the principal amount of Mortgage Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof Section 4.10, 4.11 or 4.16 hereof, as the case may be (the “"Offer Amount”) "), or, if less than the Offer Amount has been tendered, all Mortgage Notes tendered in response to the Repurchase Offer. Payment for any Mortgage Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, shall be paid to the Person in whose name a Mortgage Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Mortgage Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company Issuers shall send, by first class mail, a notice to the Mortgage Note Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Mortgage Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (ia) that the Repurchase Offer is being made pursuant to this Section 3.08 3.10 and Section 4.10 4.10, 4.11 or Section 4.14 4.16 hereof, as the case may be, and the length of time the Repurchase Offer shall remain open; (iib) the Offer Amount, the purchase price and the Purchase Date; (iiic) that any Mortgage Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (ivd) that, unless the Company defaults Issuers default in making such payment, any Mortgage Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (ve) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Mortgage Note purchased pursuant to any Repurchase Offer shall be required to surrender the Mortgage Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Mortgage Note completed, or transfer by book-entry transfer, to the CompanyIssuers, the Depositarya depositary, if appointed by the CompanyIssuers, or a Paying Agent at the address specified in the notice at least three days Business Days before the Purchase Date; (viif) that Holders shall be entitled to withdraw their election if the CompanyIssuers, the Depositary depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Mortgage Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Mortgage Note purchased;; and (viiig) that, if the aggregate principal amount of Mortgage Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Mortgage Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) selected for purchase pursuant to the terms of Section 3.02 hereof, and that Holders whose Mortgage Notes were purchased only in part shall be issued new Mortgage Notes equal in principal amount to the unpurchased portion of the Mortgage Notes surrendered (or transferred by book-entry transfer)surrendered. On or before the Purchase Date, the Company Issuers shall, to the extent lawful, accept for payment, on a pro rata basis pursuant to the extent necessaryterms of Section 3.02 hereof, the Offer Amount of Mortgage Notes (or portions thereof) thereof tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Mortgage Notes tendered, and shall deliver to the Mortgage Note Trustee an Officers’ ' Certificate stating that such Mortgage Notes (or portions thereof) thereof were accepted for payment by the Company Issuers in accordance with the terms of this Section 3.083.10. The CompanyIssuers, the Depositary Depository or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Mortgage Notes tendered by such Holder, as the case may be, Holder and accepted by the Company Issuers for purchase, and the Company, Issuers shall promptly issue a new Mortgage Note. The , and the Mortgage Note Trustee, upon written request from the Company Issuers shall authenticate and mail or deliver such new Mortgage Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Mortgage Note surrendered. Any Mortgage Note not so accepted shall be promptly mailed or delivered by the Company Issuers to the respective Holder thereof. The Company Issuers shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Mortgage Notes pursuant to an Asset Sale a Repurchase Offer. Other than as specifically provided in this Section 3.083.10, any purchase pursuant to this Section 3.08 3.10 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereofhereof to the extent applicable.

Repurchase Offers. In the event that, pursuant to Sections Section 4.10 and 4.14 hereofor Section 4.14, the Company Issuers shall be required to commence an offer to all Holders to purchase all or a portion of their respective Notes (a “Repurchase Offer”), it the Issuers shall follow the procedures specified in such Sections and, to the extent not inconsistent therewith, the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days no less than 30 days and no more than 60 days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company Issuers shall purchase the principal amount of Notes required to be purchased pursuant to Sections Section 4.10 and or 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company Issuers shall send, by first class mail, send a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) i. that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open; (ii) . the Offer Amount, the purchase price and the Purchase Date; (iii) . that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damagesinterest, if any; (iv) . that, unless the Company defaults Issuers default in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damagesinterest, if any, after the Purchase Date; (v) v. that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts minimum denominations of $2,000 or in and integral multiples of $1,000 onlyin excess of $2,000; (vi) . that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry book‑entry transfer, to the CompanyIssuers, the Depositarya depositary, if appointed by the CompanyIssuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) . that Holders shall be entitled to withdraw their election if the CompanyIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Note purchased; (viii) . that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall shall, subject in the case of a Repurchase Offer made pursuant to Section 4.10 to the provisions of Section 4.10, select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereofof $2,000, shall be purchased); and (ix) . that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry book‑entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 Section 4.10, 4.11 or 4.16 hereof, the Company Issuers shall be required to commence commence, or if pursuant to clause (vii) of Section 4.07 hereof, the Issuers commence, an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it they shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company Issuers shall purchase at the Purchase Price (as determined in accordance with clause (vii) of Section 4.07, Section 4.10, 4.11 or 4.16 hereof, as the case may be) the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof clause (vii) of Section 4.07, Section 4.10, 4.11 or 4.16 hereof, as the case may be, (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the such Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest Interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest Interest shall be payable to Holders who tender Notes pursuant to the such Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company Issuers shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the such Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the such Repurchase Offer, shall state: (ia) that the Repurchase Offer is being made pursuant to this Section 3.08 3.09 and clause (vii) of Section 4.10 4.07, Section 4.10, 4.11 or Section 4.14 4.16 hereof, as the case may be, and the length of time the Repurchase Offer shall remain open; (iib) the Offer Amount, the purchase price and the Purchase Date; (iiic) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if anyInterest; (ivd) that, unless the Company defaults Issuers default in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, Interest after the Purchase Date; (ve) that Holders electing to have a Note purchased pursuant to a any Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vif) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the CompanyIssuers, the a Depositary, if appointed by the CompanyIssuers, or a Paying Agent at the address specified in the notice at least three days on or before the Purchase Date; (viig) that Holders shall be entitled to withdraw their election if the CompanyIssuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased; (viiih) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee Notes shall select be selected for purchase pursuant to the terms of Section 3.02 hereof, and that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased)surrendered; and (ixi) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before the Purchase Date, the Company Issuers shall, to the extent lawful, accept for payment, on a pro rata basis pursuant to the extent necessaryterms of Section 3.02 hereof, the Offer Amount of Notes (or portions thereof) thereof tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) thereof were accepted for payment by the Company Issuers in accordance with the terms of this Section 3.083.09. The CompanyIssuers, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five Business days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder, as the case may be, Holder and accepted by the Company Issuers for purchase, and the Company, Issuers shall promptly issue a new Note. The , and the Trustee, upon written request from the Company Issuers, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company Issuers to the respective Holder thereof. The Company Issuers shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent that such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale the Repurchase Offer. To the extent that the provisions of Rule 14e-1 under the Exchange Act or any securities laws or regulations conflict with the provisions of Sections 3.09, clause (vii) of Section 4.07, 4.10, 4.11 or 4.16 of this Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under those sections of this Indenture. Other than as specifically provided in this Section 3.083.09, any purchase pursuant to this Section 3.08 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. (i) In the event that, pursuant to Sections 4.10 and 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall sendoffer to purchase for cash or, by first class mailin the case of a Repurchase Event that is an exchange offer, a notice at the option of the Holders for cash or for the relevant exchange securities, at the Repurchase Price all Warrants outstanding on the Notice Date for such Repurchase Offer that are properly tendered to the Trustee and each of the Holders, with a copy Warrant Agent on or prior to the Trustee. The notice shall contain all instructions and materials necessary to enable Final Surrender Time for such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open;. (ii) Each Holder may, but shall not be obligated to, accept such Repurchase Offer by tendering to the Offer AmountWarrant Agent, on or prior to the Final Surrender Time for such Repurchase Offer, the purchase price Warrant Certificates evidencing the Warrants such Holder desires to have repurchased in such offer, together with a completed Certificate for Surrender. A Holder may withdraw all or a portion of the Warrants tendered to the Warrant Agent at any time prior to the Final Surrender Time for such Repurchase Offer. If less than all the Warrants represented by a Warrant Certificate shall be tendered, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants not tendered shall be executed by the Company and delivered to the Warrant Agent and the Purchase Date; (iii) that any Note not tendered Warrant Agent shall countersign the new Warrant Certificate, registered in such name or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (iv) that, unless the Company defaults names as may be directed in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer writing by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, and shall make available for delivery the principal amount of new Warrant Certificate to the Note Person or Persons entitled to receive the same; provided, however, that the Holder delivered for purchase and a statement that of such Xxxxxx is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, Warrants shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to responsible for the unpurchased portion payment of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, any transfer taxes required as the case may be, shall promptly (but result of any change in ownership of such Warrants and any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company transfer shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereoflaw.

Repurchase Offers. In the event that, pursuant to Sections Section 4.10 and or 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase all or a portion of their respective Notes (a “Repurchase Offer”"REPURCHASE OFFER"), it shall follow the procedures specified in such Sections and, to the extent not inconsistent therewith, the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days no less than 30 days and no more than 60 days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). No later than five three Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections Section 4.10 and or 4.14 hereof (the “Offer Amount”"OFFER AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositarya depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before prior to the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall shall, subject in the case of a Repurchase Offer made pursuant to Section 4.10 to the provisions of Section 4.10, select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount equal to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, subject in the case of a Repurchase Offer made pursuant to Section 4.10 to the provisions of Section 4.10, accept for paymentpayment in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ ' Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five three days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this a Repurchase Offer and shall not be deemed to have breached its obligations under Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions 4.10 or 4.14 by virtue of Sections 3.01 through 3.06 hereofsuch compliance.

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”"REPURCHASE OFFER"), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 not less than 30 and not more than 60 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof (the “Offer Amount”"OFFER AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositarya depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his its election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with pursuant to the procedures terms of the Depositary Section 3.02 hereof (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, payment on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ ' Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.083.09. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, Company shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Excess Proceeds Offer. Other than as specifically provided in this Section 3.083.09, any purchase pursuant to this Section 3.08 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Repurchase Offers. In the event that, pursuant to Sections 4.10 5(j) and 4.14 5(o) hereof, the Company shall be required to commence an offer to all Holders to purchase their respective Notes (a “"Repurchase Offer”"), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 45 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections 4.10 5(j) and 4.14 5(o) hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) : that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 5(j) or Section 4.14 5(o) hereof, and the length of time the Repurchase Offer shall remain open; (ii) ; the Offer Amount, the purchase price and the Purchase Date; (iii) ; that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (iv) ; that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) ; that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) ; that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositarya depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) ; that Holders shall be entitled to withdraw their election if the Company, the Depositary Company or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) and that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, payment on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary Company or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate Note and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08Section, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 4(a) through 3.06 4(f) hereof.. . The Company covenants and agrees with each Purchaser as follows:

Repurchase Offers. In the event that, pursuant to Sections 4.10 and 4.14 Section 4.10, 4.11 or 4.16 hereof, the Company Issuers shall be required to commence an offer to all Holders to purchase their respective Notes (a “Repurchase Offer”"REPURCHASE OFFER"), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). No later than five Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company Issuers shall purchase at the Purchase Price (as determined in accordance with Section 4.10, 4.11 or 4.16 hereof, as the case may be) the principal amount of Notes required to be purchased pursuant to Sections 4.10 and 4.14 hereof Section 4.10, 4.11 or 4.16 hereof, as the case may be (the “Offer Amount”) "OFFER AMOUNT"), or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company Issuers shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (ia) that the Repurchase Offer is being made pursuant to this Section 3.08 3.10 and Section 4.10 4.10, 4.11 or Section 4.14 4.16 hereof, as the case may be, and the length of time the Repurchase Offer shall remain openopen and that all Notes properly tendered pursuant to such Repurchase Offer will be accepted for payment; (iib) the Offer Amount, the purchase price and the Purchase Date; (iiic) that any Note not tendered or accepted for payment shall remain outstanding and continue to accrete or accrue interest and Liquidated Damages, if any; (ivd) that, unless the Company defaults Issuers default in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vie) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, or transfer by book-entry transfer, to the CompanyIssuers, the Depositarya depositary, if appointed by the CompanyIssuers, or a Paying Agent at the address specified in the notice at least three days prior to the close of business on the third Business Day before the Purchase Date; (viif) that Holders shall be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase the Notes if the CompanyIssuers, the Depositary depositary (if appointed by the Issuers) or the Paying Agent, as the case may be, receives, not later than the expiration close of business on the last day of the Offer Period, a an electronic or facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his tendered Notes and his election to have such Note Notes purchased;; and (viiig) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) selected for purchase pursuant to the terms of Section 3.02 hereof, and that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (surrendered, which unpurchased portion will be equal to $1,000 in principal amount or transferred by book-entry transfer)an integral multiple thereof. On or before the Purchase Date, the Company Issuers shall, to the extent lawful, accept for payment, on a pro rata basis pursuant to the extent necessaryterms of Section 3.02 hereof, the Offer Amount of Notes (or portions thereof) thereof tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ ' Certificate stating that such Notes (or portions thereof) thereof were accepted for payment by the Company Issuers in accordance with the terms of this Section 3.083.10. The CompanyIssuers, the Depositary Depository or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder, as the case may be, Holder and accepted by the Company Issuers for purchase, and the Company, Issuers shall promptly issue a new Note. The , and the Trustee, upon written request from the Company Issuers shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered; PROVIDED that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company Issuers to the respective Holder thereof. The Company Issuers shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale a Repurchase Offer. Other than as specifically provided in this Section 3.083.10, any purchase pursuant to this Section 3.08 3.10 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereofhereof to the extent applicable.

Repurchase Offers. In the event that, pursuant to Sections Section 4.10 and 4.14 hereofor Section 4.14, the Company shall be required to commence an offer to all Holders to purchase all or a portion of their respective Notes (a “Repurchase Offer”"REPURCHASE OFFER"), it shall follow the procedures specified in such Sections and, to the extent not inconsistent therewith, the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days no less than 30 days and no more than 60 days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Offer Period”"OFFER PERIOD"). No later than five three Business Days after the termination of the Offer Period (the “Purchase Date”"PURCHASE DATE"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Sections Section 4.10 and or 4.14 hereof (the “Offer Amount”"OFFER AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositarya depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx Holder is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall shall, subject in the case of a Repurchase Offer made pursuant to Section 4.10 to the provisions of Section 4.10, select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,0001,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, subject in the case of a Repurchase Offer made pursuant to Section 4.10 to the provisions of Section 4.10, accept for payment, payment on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ ' Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five three days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, Company shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after on the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.a

Repurchase Offers. In the event that, pursuant to Sections Section 4.10 and 4.14 hereofor Section 4.14, the Company Issuers shall be required to commence an offer to all Holders to purchase all or a portion of their respective Notes (a “Repurchase Offer”), it the Issuers shall follow the procedures specified in such Sections and, to the extent not inconsistent therewith, the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days no less than 30 days and no more than 60 days following its commencement and no longercommencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than five three Business Days after the termination of the Offer Period (the “Purchase Date”), the Company Issuers shall purchase the principal amount of Notes required to be purchased pursuant to Sections Section 4.10 and or 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company Issuers shall send, by first class mail, send a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (i) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof, and the length of time the Repurchase Offer shall remain open; (ii) the Offer Amount, the purchase price and the Purchase Date; (iii) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest and Liquidated Damages, if any; (iv) that, unless the Company defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (v) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in principal amounts of $2,000 or in integral multiples of $1,000 only; (vi) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (vii) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Note purchased; (viii) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis or in accordance with the procedures of the Depositary (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ix) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Company in accordance with the terms of this Section 3.08. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Company for purchase, and the Company, shall promptly issue a new Note. The Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount at maturity equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the respective Holder thereof. The Company shall publicly announce the results of the Repurchase Offer as soon as practicable after the Purchase Date. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. Other than as specifically provided in this Section 3.08, any purchase pursuant to this Section 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.the