Common use of Xxxxxxxxxx at Option of Holder Clause in Contracts

Xxxxxxxxxx at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall commence an offer to all Holders of Notes (as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Xxxxxxxxxx at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any any, to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within five days of each date on which When the aggregate amount of Excess Proceeds exceeds $5.0 10.0 million, the Company shall commence will make an offer Asset Sale Offer to all Holders of Notes (as "Asset Sale Offer") pursuant and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to Section 3.09 those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of the Indenture sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date of purchase, and will be payable in accordance with the procedures set forth in the Indenturecash. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Subsidiary) may use such deficiency Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Xxxxxxxxxx at Option of Holder. Subject to the additional terms and conditions set forth in the Indenture: (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company Issuers to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's ’s Notes pursuant to the offer described below (the "“Change of Control Offer"”) at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interest and Liquidated Damages thereon, if any any, to the date of purchase (the "Change of Control Payment")purchase. Within 30 days following any Change of Control, the Company Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture and information regarding such other matters as is required under Section 4.06 of the Indenture. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. (b) If the Company Issuers or a any Restricted Subsidiary consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company consummates an Asset Sale, in certain circumstances specified in Section 4.07 of the Indenture the Issuers shall commence an a pro rata offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (as "an “Asset Sale Offer"”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, thereon, to the date of purchase, purchase in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess ProceedsProceeds allocated for repurchase of Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an Asset Sale Offer will receive an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Xxxxxxxxxx at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to a minimum amount of $2,000 and integral multiples of $1,000 or an integral multiple thereof) of such Holder's ’s Notes pursuant to the offer described below (the "a Change of Control Offer") Offer at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages additional interest, if any, thereon, if any to the date of purchase (the "Change of Control Payment")purchase. Within 30 days following any Change of Control, the Company shall will mail a notice to each Holder setting forth describing, among other things, the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes 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, pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option (1) to repay First Priority Obligations to the extent required by any Credit Facilities (with any such required prepayments to result in a permanent reduction of the First Priority Obligations under the Credit Facilities), (2) to repay other Indebtedness of the Company or any Subsidiary Guarantor (other than any Disqualified Stock or any Subordinated Obligations), other than Indebtedness owed to the Company by a Subsidiary consummates any Restricted Subsidiary; provided that the Company shall equally and ratably redeem or repurchase the notes as described above in paragraph 6 through open market purchases at or above 100% of the principal amount thereof or by making an offer (in accordance with the procedures set forth below for an Asset SalesSale Offer) to all holders to purchase the notes at 100% of the principal amount thereof, within five plus accrued and unpaid interest, if any, on the notes that would otherwise be prepaid, and/or (3) to purchase Replacement Assets or to make a capital expenditure or other investment in or that is used or useful in, a Permitted Business; provided that to the extent such Net Proceeds are received in respect of Collateral, such assets are pledged as Collateral under the Security Documents; provided, further, that such 365- day period shall be extended for an additional 120 days in the event the Company enters into a binding commitment to purchase Replacement Assets or make a capital expenditure or other investment in a Permitted Business prior to the end of each date on which such 365-day period. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $5.0 20.0 million, the Company shall commence make an offer “Asset Sale Offer” to all Holders of Notes, and (x) in the case of Net Proceeds from Collateral, to the holders of any other Permitted Additional Pari Passu Obligations containing provisions similar to those set forth in the indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets or (y) in the case of all other Net Proceeds, all holders of other Indebtedness that is pari passu with the Notes (as "Asset Sale Offer") pursuant containing provisions similar to Section 3.09 those set forth in this Indenture with respect to offers to purchase with the proceeds of the Indenture sales of assets, in each case, to purchase the maximum principal amount of Notes and such other Permitted Additional Pari Passu Obligations or pari passu Indebtedness, as appropriate, that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer shall be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonadditional interest, if any, to the date of purchase, and shall be payable in accordance with the procedures set forth in the Indenturecash. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Subsidiary) may use such deficiency Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and such other Permitted Additional Pari Passu Obligations or pari passu Indebtedness, as appropriate, tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the agent for such other Permitted Additional Pari Passu Obligations shall select such other Permitted Additional Pari Passu Obligations or pari passu Indebtedness, as appropriate, to be purchased on a pro rata basis. Holders basis based on the principal amount of Notes that are the subject and such other Permitted Additional Pari Passu Obligations or pari passu Indebtedness, as appropriate, tendered. Upon completion of an offer to purchase will receive an each Asset Sale Offer from Offer, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option amount of Holder to Elect Purchase" on the reverse of the NotesExcess Proceeds shall be reset at zero.

Xxxxxxxxxx at Option of Holder. (a) Upon the occurrence of a Change of Control, Control the Company shall be obligated to make an offer (a "Change in Control Offer") to each Holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any any, thereon to the date of purchase (the "Change of Control Payment"). Within 30 ten days following any Change of Control, the Company shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes pursuant to the procedures required by the IndentureIndenture and described in such notice. (b) If the Company or a Restricted Subsidiary consummates any Asset SalesSale, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 10.0 million, the Company shall commence an offer to all Holders of Notes and the holders of Pari Passu Debt, to the extent required by the terms thereof (as an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes and Pari Passu Debt that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus plus, in each case, accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture. To Indenture or the extent agreements governing Pari Passu Debt, as applicable; provided, however, that the aggregate amount of Notes tendered pursuant to Company may only purchase Pari Passu Debt in an Asset Sale Offer is less than that was issued pursuant to an indenture having a provision substantially similar to the Excess Proceeds, Asset Sale Offer provision contained in the Company (or such Subsidiary) may use such deficiency for general corporate purposesIndenture. If the aggregate principal amount of Notes and Pari Passu Debt surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Debt to be purchased on a pro rata basis, based upon the principal amount thereof surrendered in such Asset Sale Offer. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Xxxxxxxxxx at Option of Holder. (a) Upon the occurrence of If a Change of ControlControl occurs, each Holder of Notes will have the right to require that the Company to repurchase Issuers purchase all or any part (equal to $1,000 or an integral multiple thereof) a portion of such Holder's ’s Notes pursuant to the offer described below in the Indenture (the "“Change of Control Offer"”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest to the date of purchase. Within 30 days following the date upon which the Change of Control occurred (or at the Issuers’ option, prior to the occurrence of such Change of Control), the Issuers must send, by first-class mail, a notice to each Holder, which notice shall govern the terms of the Change of Control Offer. Such notice shall state: (i) that a Change of Control has occurred and that such Holder has the right to require the Issuers to purchase such Holder’s Notes at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any any, to the date of purchase (subject to the "right of Holders of record on the relevant record date to receive interest on the relevant interest payment date); (ii) the circumstances and relevant facts regarding such Change of Control Payment"). Within 30 days following any (including information with respect to pro forma historical income, cash flow and capitalization, in each case after giving effect to such Change of Control); (iii) the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the “Change of Control Payment Date”); and (iv) the instructions, as determined by the Company Issuers, consistent with this Section, that a Holder must follow in order to have its Notes purchased; provided that any change of Control Offer made prior to any date of such Change of Control shall mail a notice be made only in the reasonable anticipation of such Change of Control; and provided further, that the Issuers shall not be required to each Holder setting forth the procedures governing the purchase any Notes tendered pursuant to such Change of Control Offer as required by the Indentureif such Change of Control does not occur. (b) If the Company or a Restricted Subsidiary consummates any Asset SalesSale, within five days of each date on which under certain circumstances the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall Issuers are required to commence an offer to all Holders of Notes (as "Asset Sale “Net Proceeds Offer"”) pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an Indenture. The offer price in cash in an amount for the Notes (the “Net Proceeds Offer Amount”) will be at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (and pari passu Indebtedness) tendered pursuant to an Asset Sale a Net Proceeds Offer is less than the Excess ProceedsNet Proceeds Offer Amount, the Company (or such Subsidiary) may use such deficiency remaining Net Proceeds Offer Amount for general corporate purposespurposes or for any other purpose not prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof (together with the aggregate amount of pari passu Indebtedness tendered) exceeds the amount of Excess ProceedsNet Proceeds Offer Amount, the Trustee Notes and such pari passu Indebtedness shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale a Net Proceeds Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Xxxxxxxxxx at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any any, to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control) , the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, within five days of each date on which when the aggregate amount of Excess Proceeds exceeds $5.0 20.0 million, the Company shall commence an offer to all Holders of Notes (as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Xxxxxxxxxx at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a "CHANGE OF CONTROL OFFER") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any any, to the date of purchase (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within five days of each date on which When the aggregate amount of Excess Proceeds exceeds $5.0 20.0 million, the Company shall commence will make an offer Asset Sale Offer to all Holders of Notes (as "Asset Sale Offer") pursuant and all holders of other Indebtedness that is PARI PASSU with the Notes containing provisions similar to Section 3.09 of those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other PARI PASSU Indebtedness that may be purchased out of the Excess Proceeds, at an . The offer price in cash in an amount any Asset Sale Offer will be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonDamages, if any, to the date of purchase, and will be payable in accordance with the procedures set forth in the Indenturecash. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Subsidiary) may use such deficiency Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and such other PARI PASSU Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other PARI PASSU Indebtedness to be purchased on a pro rata basisbasis based on the principal amount of the Notes and such other PARI PASSU Indebtedness tendered. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Xxxxxxxxxx at Option of Holder. (a) Upon the occurrence of a Change of Control, if the Company does not redeem the Securities pursuant to paragraph 5(c), each Holder of Notes will Securities shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes Securities pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any any, thereon to the date of purchase (the "Change of Control Payment"). The right of the Holders of the Securities to require the Company to repurchase such Securities upon a Change of Control may not be waived by the Trustee without the approval of the Holders of the Securities required by Section 9.2 of the Indenture. Within 30 days following any Change of Control, the Company shall will mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Securities pursuant to the procedures required by the IndentureIndenture and described in such notice. The Change of Control Payment shall be made on a business day not less than 30 days nor more than 60 days after such notice is mailed. The Company and each Subsidiary Guarantor will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control. (b) If the Company or a Restricted Subsidiary consummates any Asset SalesSales permitted by the Indenture, within five days of each date on which when the aggregate amount of Excess Proceeds exceeds $5.0 15 million, the Company shall commence make an offer to all Holders of Notes (as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture Offer to purchase the maximum principal amount of Notes Securities and any other Pari Passu Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to, in the case of the Securities, 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase or, in the case of any Pari Passu Indebtedness, 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon(or with respect to discount Pari Passu Indebtedness, if any, to the accreted value thereof) on the date of purchase, in each case, in accordance with the procedures set forth in Section 3.9 of the IndentureIndenture or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate principal amount (or accreted value, as the case may be) of Notes Securities, and Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency any remaining Excess Proceeds for general corporate purposes. If the sum of (i) the aggregate principal amount of Notes Securities surrendered by Holders thereof and (ii) the aggregate principal amount or accreted value, as the case may be, of Pari Passu Indebtedness surrendered by holders or lenders thereof exceeds the amount of Excess Proceeds, the Trustee and the trustee or other lender representative for the Pari Passu Indebtedness shall select the Notes Securities and the other Pari Passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are , based on the subject of an offer to purchase will receive an aggregate principal amount (or accreted value, as applicable) thereof surrendered in such Asset Sale Offer from Offer. Upon completion of such Asset Sale Offer, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option amount of Holder to Elect Purchase" on the reverse of the NotesExcess Proceeds shall be reset at zero.

Xxxxxxxxxx at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash a Purchase Price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereonAdditional Interest, if any any, to the date of purchase (repurchase, in accordance with the "Change of Control Payment")procedures set forth in the Indenture. Within 30 days following any Change of Control, the Company shall send by first-class mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If On the 361st day after an Asset Sale (the "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(A), (3)(B) and (3)(C) of paragraph (a) of Section 4.10 of the Indenture (each, a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer"), on a Subsidiary consummates any date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes will be purchased on a pro rata basis based on the aggregate amounts of Notes tendered (and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis based on the amount of Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10 million resulting from one or more Asset SalesSales (at which time, within five days the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of each date on which $10 million, shall be applied as required above). (c) Any Net Loss Proceeds from an Event of Loss with respect to Collateral that are not applied or invested as provided in the first sentence of paragraph (a) of Section 4.19 of the Indenture prior to the 361st day after the Event of Loss (the "Loss Proceeds Offer Trigger Date") will be deemed to constitute "Excess Loss Proceeds." When the aggregate amount of Excess Loss Proceeds exceeds $5.0 million, the Company shall commence will make an offer to all Holders of Notes purchase (as a "Asset Sale Loss Proceeds Offer") pursuant to Section 3.09 of on a date (the Indenture to purchase "Loss Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the maximum principal applicable Loss Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that amount of Notes that may be purchased out of equal to the Excess Proceeds, Loss Proceeds Offer Amount at an offer price in cash in an amount equal to 100% of the principal amount thereof of Notes to be purchased, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, purchase (subject to the right of Holders of record on a record date to receive interest on the relevant interest payment date in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for general corporate purposesherein). If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess ProceedsLoss Proceeds to be used to purchase Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders To the extent that the aggregate amount of Notes that are tendered pursuant to a Loss Proceeds Offer is less than the subject Loss Proceeds Offer Amount, the Company may apply any remaining Net Loss Proceeds to any purpose consistent with the Indenture and, following the consummation of each Loss Proceeds Offer, the Loss Proceeds Offer Amount shall be reset to zero. Notwithstanding anything to the contrary in the foregoing, the Company may commence a Loss Proceeds Offer prior to the expiration of 360 days after the occurrence of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option Event of Holder to Elect Purchase" on the reverse of the NotesLoss.

Xxxxxxxxxx at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right to require the Company shall be required to make an offer (a "CHANGE OF CONTROL OFFER") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages Special Interest thereon, if any any, to the date of purchase (the "Change of Control PaymentCHANGE OF CONTROL PAYMENT"). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 10.0 million, the Company shall commence an offer to all Holders of Notes (as "Asset Sale OfferASSET SALE OFFER") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect PurchaseOPTION OF HOLDER TO ELECT PURCHASE" on the reverse of the Notes.

Xxxxxxxxxx at Option of Holder. (a) Upon Within 30 days following the occurrence of a Change of Control, each Holder of Notes will have the right to require the Company shall make an offer (a “Change of Control Offer”) to repurchase all or any part (equal to $2,000 or any integral $1,000 or an integral multiple in excess thereof) of such each Holder's ’s Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof of Notes repurchased, plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any any, to the date of purchase settlement (the "“Change of Control Payment"Settlement Date”), subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the Change of Control Settlement Date. Within 30 days following any a Change of Control, the Company shall mail a notice of the Change of Control Offer to each Holder and the Trustee describing the transaction that constitutes the Change of Control and setting forth the procedures governing the Change of Control Offer as required by Section 4.15 of the First Supplemental Indenture. (b) If On the Company or a Subsidiary consummates any 361st day after an Asset SalesSale, within five days of each date on which if the aggregate amount of Excess Proceeds then exceeds $5.0 50.0 million, the Company shall commence an offer to all Holders of Notes (as "an “Asset Sale Offer"”) pursuant to Section 3.09 3.04 of the Indenture First Supplemental Indenture, and to all holders of any Pari Passu Indebtedness then outstanding, to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof of the Notes plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, thereon to Settlement Date, subject to the right of Holders of record on the relevant record date of purchaseto receive interest due on an Interest Payment Date that is on or prior to the Settlement Date, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount If any Excess Proceeds remain after consummation of Notes tendered pursuant to an Asset Sale Offer is less than the Excess ProceedsOffer, the Company (or such Subsidiary) may use such deficiency remaining Excess Proceeds for general corporate purposesany purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basisbasis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral $1,000 multiples in excess thereof, shall be purchased) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.

Xxxxxxxxxx at Option of Holder. (a) Upon the occurrence of a Change of Control, each Holder of Notes will shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any any, thereon to the date of purchase (the "Change of Control Payment"). The right of the Holders of the Notes to require the Company to repurchase such Notes upon a Change of Control may not be waived by the Trustee without the approval of the Holders of the Notes required by Section 9.2 of the Indenture. Within 30 days following any Change of Control, the Company shall will mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as and offering to repurchase Notes pursuant to the procedures required by the IndentureIndenture and described in such notice. The Change of Control Payment shall be made on a business day not less than 30 days nor more than 60 days after such notice is mailed. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. (b) If the Company or a Restricted Subsidiary consummates any Asset SalesSales permitted by the Indenture, within five days of each date on which when the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall commence make an offer to all Holders of Notes (as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture Offer to purchase the maximum principal amount of Notes and any other Pari Passu Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to, in the case of the Notes, 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of purchase or, in the case of any Pari Passu Indebtedness, 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon(or with respect to discount Pari Passu Indebtedness, if any, to the accreted value thereof) on the date of purchase, in each case, in accordance with the procedures set forth in Section 3.9 of the IndentureIndenture or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate principal amount (or accreted value, as the case may be) of Notes Notes, and Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency any remaining Excess Proceeds for general corporate purposes. If the sum of (i) the aggregate principal amount of Notes surrendered by Holders thereof and (ii) the aggregate principal amount or accreted value, as the case may be, of Pari Passu Indebtedness surrendered by holders or lenders thereof exceeds the amount of Excess Proceeds, the Trustee and the trustee or other lender representative for the Pari Passu Indebtedness shall select the Notes and the other Pari Passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are , based on the subject of an offer to purchase will receive an aggregate principal amount (or accreted value, as applicable) thereof surrendered in such Asset Sale Offer from Offer. Upon completion of such Asset Sale Offer, the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option amount of Holder to Elect Purchase" on the reverse of the NotesExcess Proceeds shall be reset at zero.

Xxxxxxxxxx at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, each Holder of the Notes will have the right to require the Company to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such each Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any any, to the date of purchase (the "Change of Control Payment"). Within 30 10 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 2.0 million, the Company shall commence an offer to all Holders of Notes (as "Asset Sale Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of purchase, such offer in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes.

Xxxxxxxxxx at Option of Holder. Subject to the additional terms and conditions set forth in the Indenture: (a) Upon the occurrence of If there is a Change of Control, each Holder of Notes will have the right (except as provided in Section 4.06(f) of the Indenture) to require the Company Issuers to repurchase all or any part (equal to $1,000 2,000 or an integral multiple of $1,000 above such amount thereof) of such Holder's ’s Notes pursuant to the offer described below (the "“Change of Control Offer"”) at an offer a purchase price in cash equal to 101% of the aggregate principal amount thereof of the Notes repurchased plus accrued and unpaid interest and Liquidated Damages thereon, if any any, to the date of purchase (the "Change of Control Payment")purchase. Within 30 days following any Change of Control, the Company Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture and information regarding such other matters as is required under Section 4.06 of the Indenture. The Holder of this Note may elect to have this Note or a portion hereof in an authorized denomination purchased by completing the form entitled “Option of Holder to Elect Purchase” appearing below and tendering this Note pursuant to the Change of Control Offer. (b) If the Company Issuers or a any Restricted Subsidiary consummates any Asset Sales, within five days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company consummates an Asset Sale, in certain circumstances specified in Section 4.07 of the Indenture the Issuers shall commence an a pro rata offer to all Holders of Notes and all holders of other Indebtedness that is pari passu in right of payment with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (as "an “Asset Sale Offer"”) pursuant to Section 3.09 3.10 of the Indenture to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds, Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereoninterest, if any, thereon, to the date of purchase, purchase in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess ProceedsProceeds allocated for repurchase of Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. Holders of Notes that are the subject of an Asset Sale Offer will receive an offer to purchase will receive an Asset Sale Offer from the Company Issuers prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "“Option of Holder to Elect Purchase" ” on the reverse of the Notes.