Common use of Offer to Purchase by Application of Excess Proceeds Clause in Contracts

Offer to Purchase by Application of Excess Proceeds. In the event that the Issuers shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they shall follow the procedures specified below. The Asset Sale 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 Issuers shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer the 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals of $1,000 in excess thereof only; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, the Depositary or the Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, 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 Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in minimum denominations of $2,000 or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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 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 tendered pursuant to the Asset Sale 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 Issuers in accordance with the terms of this Section 3.09. The Issuers, 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 Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “"Asset Sale Offer”"), they it shall follow the procedures specified below. The Asset Sale 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 Issuers Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the IssuersCompany, a depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the IssuersCompany, 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 Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers Company so that only Notes in minimum denominations of $2,000 1,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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 Issuers 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 Asset Sale Offer 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 Issuers Company in accordance with the terms of this Section 3.09. The IssuersCompany, 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 Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.063.06 hereof.

Offer to Purchase by Application of Excess Proceeds. (a) In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they it shall follow the procedures specified below. below with respect to the Holders of Notes. (b) The Asset Sale 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 Issuers Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless . (c) The Company shall comply with any tender offer rules under the Issuers default Exchange Act which may then be applicable, including Rule 14e-1, in making such payment, connection with any Note accepted for payment pursuant offer required to be made by the Company to repurchase the Notes as a result of an Asset Sale Offer Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.09, the Company shall cease comply with the applicable securities laws or regulations and shall not be deemed to accrue interest after the Purchase Date. have breached its obligations hereunder by virtue thereof. (d) 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 Special Interest additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. . (e) Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (ai) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (bii) the Offer Amount, the purchase price and the Purchase DateDate and, if any Restricted Subsidiary is required to and does make an offer to holders of its Indebtedness pursuant to a requirement similar to that contained in Section 4.10 and this Section, the notice shall state that fact, that the Offer Amount will be reduced by the amount of Indebtedness required to be purchased pursuant to such other offer, and that the amount of such reduction will not be known until the expiration of such other offer, which shall not be later than the expiration of the Offer Period; (ciii) that any Note not tendered or accepted for payment shall continue to accrue interest; (div) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (ev) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (fvi) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the IssuersCompany, a depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (gvii) that Holders shall be entitled to withdraw their election if the IssuersCompany, 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 Holder is withdrawing his election to have such Note purchased; (hviii) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers Company so that only Notes in minimum denominations of $2,000 1,000, or integral multiples of $1,000 in excess thereof, shall be purchased, other than in the case of Holders whose Notes were purchased in whole); and (iix) 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). . (f) On or before the Purchase Date, the Issuers 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 Asset Sale Offer 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 Issuers Company in accordance with the terms of this Section 3.09. The IssuersCompany, 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 of Notes an amount equal to the purchase price of the Notes tendered by such Holder of Notes and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, Note and the Trustee, upon written request from the Issuers, Company shall authenticate and mail or deliver such new Note to such Holder, Holder of Notes in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder of Notes thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date. . (g) Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.063.06 hereof. No repurchase of Notes under this Section 3.09 shall be deemed to be a redemption of Notes.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they it shall follow the procedures specified below. The Asset Sale 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 Applicable Law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Settlement Date”), the Issuers Company shall purchase and pay for the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tenderedvalidly tendered (and not validly withdrawn), all Notes validly tendered (and not validly withdrawn) in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless prescribed in the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale OfferNotes. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open, including the time and date the Asset Sale Offer will terminate (the “Termination Date”); (b) the Offer Amount, the purchase price and the Purchase Settlement Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interestinterest and Additional Interest, if any; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest and Additional Interest, if any, after the Purchase Settlement Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, the Depositary Company or the a Paying Agent at the address specified in the notice at least three days notice, before the Purchase Termination Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary Company or the Paying Agent, as the case may be, receives, not later than prior to the expiration of the Offer PeriodTermination Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders Holders, and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the Offer Amountamount the Company is required to repurchase, the Issuers Notes and Pari Passu Indebtedness shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by on the Issuers so basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness; provided, however, that only Notes in minimum denominations of $2,000 2,000, or integral multiples of $1,000 in excess thereofof $2,000, shall be purchased); and (i) 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 appropriate adjustments to the amount and beneficial interests in a Global Note if transferred by book-entry transfer). On or before If any of the Purchase Notes subject to an Asset Sale Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures of the Depository applicable to repurchases. Promptly after the Termination Date, the Issuers Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of payment Notes or portions thereof tendered pursuant to the Asset Sale Offer or if less than in the Offer Amount has been tendered, all Notes tenderedaggregate principal amount required by Section 4.10 hereof, and prior to the Settlement Date it shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.093.09 and Section 4.10. The IssuersPrior to 11:00 a.m., New York City time, on the Settlement Date, 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 distribute to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuersreceipt of a Company Order, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrenderedsurrendered (or appropriate adjustments to the amount and beneficial interests in the Global Note will be made as appropriate). Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on or before the Purchase Settlement Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they it shall follow the procedures specified below. The Asset Sale 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 Applicable Law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Settlement Date”), the Issuers Company shall purchase and pay for the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes validly tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless prescribed in the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale OfferNotes. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open, including the time and date the Asset Sale Offer will terminate (the “Termination Date”); (b) the Offer Amount, Amount and the purchase price and the Purchase Dateprice; (c) that any Note not tendered or accepted for payment shall continue to accrue interestinterest and Additional Interest, if any; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest and Additional Interest, if any, after the Purchase Settlement Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, the Depositary Company or the a Paying Agent at the address specified in the notice at least three days notice, before the Purchase Termination Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary Company or the Paying Agent, as the case may be, receives, not later than prior to the expiration of the Offer PeriodTermination Date, 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 Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders Holders, and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the Offer Amountamount the Company is required to repurchase, the Issuers Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness (with such adjustments as may be deemed appropriate by the Issuers Trustee so that only Notes in minimum denominations of $2,000 2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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 If any of the Purchase Notes subject to an Asset Sale Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Promptly after the Termination Date, the Issuers Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of payment Notes or portions thereof tendered pursuant to the Asset Sale Offer or if less than in the Offer Amount has been tendered, all Notes tenderedaggregate principal amount required by Section 4.10 hereof, and prior to the Settlement Date it shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.093.09 and Section 4.10. The IssuersPrior to 11:00 a.m., New York City time, on the Settlement Date, 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 the Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Trustee shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on or before the Purchase Settlement Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “"Asset Sale Offer”"), they it shall follow the procedures specified below. The Asset Sale 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 Issuers Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals integral multiples of $1,000 in excess thereof only; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the IssuersCompany, a depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the IssuersCompany, 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 Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers Company so that only Notes in minimum denominations of $2,000 1,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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 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 tendered pursuant to the Asset Sale 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 Issuers in accordance with the terms of this Section 3.09. The Issuers, 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 Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that the Issuers shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they shall follow the procedures specified below. The Asset Sale 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 Issuers shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer the 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals of $1,000 in excess thereof only; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, the Depositary or the Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, 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 Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in minimum denominations of $2,000 or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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 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 tendered pursuant to the Asset Sale 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 Issuers in accordance with the terms of this Section 3.09. The Issuers, 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 Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they it shall follow the procedures specified below. The Asset Sale 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 Issuers Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 3.11 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the IssuersCompany, a depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the IssuersCompany, 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 Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers Company so that only Notes in minimum denominations of $2,000 1,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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. on the Purchase Date, the Issuers 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 Asset Sale Offer 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 Issuers Company in accordance with the terms of this Section 3.093.11. The IssuersCompany, 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 Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.093.11, any purchase pursuant to this Section 3.09 3.11 shall be made pursuant to the provisions of Sections 3.01 through 3.063.06 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they it shall follow the procedures specified below. The Asset Sale 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 Applicable Law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Settlement Date”), the Issuers Company shall purchase and pay for the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes validly tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless prescribed in the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale OfferNotes. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open, including the time and date the Asset Sale Offer will terminate (the “Termination Date”); (b) the Offer Amount, Amount and the purchase price and the Purchase Dateprice; (c) that any Note not tendered or accepted for payment shall continue to accrue interestinterest and Additional Interest, if any; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest and Additional Interest, if any, after the Purchase Settlement Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals of $1,000 in excess thereof only; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer completed and such customary documents as the Note by book-entry transferCompany may reasonably request, to the Issuers, the Depositary Company or the a Paying Agent at the address specified in the notice at least three days notice, before the Purchase Termination Date; (gf) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary Company or the Paying Agent, as the case may be, receives, not later than prior to the expiration of the Offer PeriodTermination Date, 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 Holder is withdrawing his election to have such Note purchased; (hg) that, if the aggregate principal amount of Notes surrendered by Holders Holders, and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the Offer Amountamount the Company is required to repurchase, the Issuers Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness (with such adjustments as may be deemed appropriate by the Issuers Trustee so that only Notes in minimum denominations of $2,000 2,000, or integral multiples of $1,000 in excess thereofof $2,000, shall be purchased); and (ih) 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 must be equal to $2,000 in principal amount or transferred by book-entry transfer)an integral multiple of $1,000 in excess of $2,000. On or before If any of the Purchase Notes subject to an Asset Sale Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Promptly after the Termination Date, the Issuers Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of payment Notes or portions thereof tendered pursuant to the Asset Sale Offer or if less than in the Offer Amount has been tendered, all Notes tenderedaggregate principal amount required by Section 4.10 hereof, and prior to the Settlement Date it shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.093.09 and Section 4.10. The IssuersPrior to 11:00 a.m., New York City time, on the Settlement Date, 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 the Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Trustee shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on or before the Purchase Settlement Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. (a) In the event that that, pursuant to Section 4.12 hereof, the Issuers shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they shall follow the procedures specified below. . (b) The Asset Sale 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 Issuers shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.12 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. If the Purchase Date is on or after an interest record date a Regular 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 dateRegular Record Date, and no Special Interest additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an the Asset Sale Offer Offer, the Issuers shall send, by first class mail, deliver 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (ai) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals of $1,000 in excess thereof only; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, the Depositary or the Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, 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 Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in minimum denominations of $2,000 or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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 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 tendered pursuant to the Asset Sale 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 Issuers in accordance with the terms of this Section 3.09. The Issuers, 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 Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.Section

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “"Asset Sale Offer”"), they it shall follow the procedures specified below. The Asset Sale 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 Issuers Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the IssuersCompany, a depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the IssuersCompany, 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 Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers Company so that only Notes in minimum denominations of $2,000 1,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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 Issuers 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 Asset Sale Offer 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 Issuers Company in accordance with the terms of this Section 3.09. The IssuersCompany, 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 Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.063.06 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they it shall follow the procedures specified below. The Asset Sale 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 Applicable Law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Settlement Date”), the Issuers Company shall purchase and pay for the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tenderedvalidly tendered (and not validly withdrawn), all Notes validly tendered (and not validly withdrawn) in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless prescribed in the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale OfferNotes. Upon the commencement of an Asset Sale Offer Offer, the Issuers Company shall send, by first class mailmail (or otherwise deliver in accordance with the procedures of DTC), 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open, including the time and date the Asset Sale Offer will terminate (the “Termination Date”); (b) the Offer Amount, the purchase price and the Purchase Settlement Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Settlement Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, Company or to the Depositary or the applicable Paying Agent at the address specified in the notice at least three days notice, before the Purchase Termination Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary Company or the applicable Paying Agent, as the case may be, receives, not later than prior to the expiration of the Offer PeriodTermination Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase purchase, and a statement that such Holder ▇▇▇▇▇▇ is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders Holders, and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the Offer Amountamount the Company is required to repurchase, the Issuers Notes and Pari Passu Indebtedness shall select the Notes to be purchased on a pro rata basis (with such subject to adjustments as may be deemed appropriate by to maintain the Issuers so authorized denominations for the Notes) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness; provided, however, that only Notes in minimum denominations of $2,000 2,000, or integral multiples of $1,000 in excess thereofof $2,000, shall be purchased); and (i) 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 appropriate adjustments to the amount and beneficial interests in a Global Note if transferred by book-entry transfer). On or before If any of the Purchase Notes subject to an Asset Sale Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures of the Depository applicable to repurchases. Promptly after the Termination Date, the Issuers Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of payment Notes or portions thereof tendered pursuant to the Asset Sale Offer or if less than in the Offer Amount has been tendered, all Notes tenderedaggregate principal amount required by Section 4.10 hereof, and prior to the Settlement Date it shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.093.09 and Section 4.10. The IssuersPrior to 11:00 a.m., New York City time, on the Settlement Date, the Depositary Company or the applicable 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 distribute to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuersreceipt of a Company Order, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrenderedsurrendered (or appropriate adjustments to the amount and beneficial interests in the Global Note will be made as appropriate). Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on or before the Purchase Settlement Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they it shall follow the procedures specified below. The Asset Sale 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 Applicable Law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Settlement Date”), the Issuers Company shall purchase and pay for the principal amount Reduced Principal Amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes validly tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless prescribed in the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale OfferNotes. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 3.04 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open, including the time and date the Asset Sale Offer will terminate (the “Termination Date”); (b) the Offer Amount, Amount and the purchase price and the Purchase Dateprice; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Settlement Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, the Depositary Company or the a Paying Agent at the address specified in the notice at least three days notice, before the Purchase Termination Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary Company or the Paying Agent, as the case may be, receives, not later than prior to the expiration of the Offer PeriodTermination Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount Original Principal Amount and Reduced Principal Amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount Reduced Principal Amount of Notes surrendered by Holders Holders, and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the Offer Amountamount the Company is required to repurchase, the Issuers Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate Reduced Principal Amount of tendered Notes and Pari Passu Indebtedness (with such adjustments as may be deemed appropriate by the Issuers Trustee so that only Notes in minimum denominations of $2,000 or integral multiples of Original Principal Amount equal to $1,000 or any integral $1,000 multiple in excess thereof, shall be purchased); and; (i) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount Original Principal Amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer); and (j) the Conversion Rate and Conversion Price then in effect and that a Holder that has tendered its Notes for repurchase who wishes to withdraw such Notes and convert them must submit a valid notice of withdrawal and Conversion Notice prior to the close of business on the Business Day immediately preceding the Settlement Date. On or before If any of the Purchase Notes subject to an Asset Sale Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Promptly after the Termination Date, the Issuers Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of payment Notes or portions thereof tendered pursuant to the Asset Sale Offer or if less than in the Offer aggregate Reduced Principal Amount has been tendered, all Notes tenderedrequired by Section 4.10 hereof, and prior to the Settlement Date it shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.093.04 and Section 4.10 hereof. The IssuersOn the Settlement Date, 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 the Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Trustee shall authenticate and mail or deliver such new Note to such Holder, in a principal amount an Original Principal Amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on or before the Purchase Settlement Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “"Asset Sale Offer”"), they it shall follow the procedures specified below. The Asset Sale 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 Issuers Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals of $1,000 in excess thereof only; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, the Depositary or the Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, 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 Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in minimum denominations of $2,000 or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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 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 tendered pursuant to the Asset Sale 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 Issuers in accordance with the terms of this Section 3.09. The Issuers, 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 Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they it shall follow the procedures specified below. The Asset Sale 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 Applicable Law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Settlement Date”), the Issuers Company shall purchase and pay for the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tenderedvalidly tendered (and not validly withdrawn), all Notes validly tendered (and not validly withdrawn) in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless prescribed in the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale OfferNotes. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open, including the time and date the Asset Sale Offer will terminate (the “Termination Date”); (b) the Offer Amount, Amount and the purchase price and the Purchase Dateprice; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Settlement Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, the Depositary Company or the a Paying Agent at the address specified in the notice at least three days notice, before the Purchase Termination Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary Company or the Paying Agent, as the case may be, receives, not later than prior to the expiration of the Offer PeriodTermination Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders Holders, and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the Offer Amountamount the Company is required to repurchase, the Issuers Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (based on the principal amounts of Notes and Pari Passu Indebtedness (or, in the case of Pari Passu Indebtedness issued with significant original issue discount, based on the accreted value thereof) tendered (with such adjustments as may be deemed appropriate by the Issuers Trustee so that only Notes in minimum denominations of $2,000 2,000, or integral multiples of $1,000 in excess thereofof $2,000, shall be purchased)); and (i) 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 If any of the Purchase Notes subject to an Asset Sale Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Promptly after the Termination Date, the Issuers Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of payment Notes or portions thereof tendered pursuant to the Asset Sale Offer or if less than in the Offer Amount has been tendered, all Notes tenderedaggregate principal amount required by Section 4.10 hereof, and prior to the Settlement Date it shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.093.09 and Section 4.10. The IssuersPrior to 11:00 a.m., New York City time, on the Settlement Date, 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 the Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Trustee shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on or before the Purchase Settlement Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they it shall follow the procedures specified below. The Asset Sale 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 Applicable Law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Settlement Date”), the Issuers Company shall purchase and pay for the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes validly tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless prescribed in the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale OfferNotes. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open, including the time and date the Asset Sale Offer will terminate (the “Termination Date”); (b) the Offer Amount, Amount and the purchase price and the Purchase Dateprice; (c) that any Note not tendered or accepted for payment shall continue to accrue interestinterest and Additional Interest, if any; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest and Additional Interest, if any, after the Purchase Settlement Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals of $1,000 in excess thereof only; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, properly endorsed for transfer, together with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer completed and such customary documents as the Note by book-entry transferCompany may reasonably request, to the Issuers, the Depositary Company or the a Paying Agent at the address specified in the notice at least three days notice, before the Purchase Termination Date; (gf) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary Company or the Paying Agent, as the case may be, receives, not later than prior to the expiration of the Offer PeriodTermination Date, 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 Holder ▇▇▇▇▇▇ is withdrawing his election to have such Note purchased; (hg) that, if the aggregate principal amount of Notes surrendered by Holders Holders, and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the Offer Amountamount the Company is required to repurchase, the Issuers Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness (with such adjustments as may be deemed appropriate by the Issuers Trustee so that only Notes in minimum denominations of $2,000 2,000, or integral multiples of $1,000 in excess thereofof $2,000, shall be purchased); and (ih) 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 must be equal to $2,000 in principal amount or transferred by book-entry transfer)an integral multiple of $1,000 in excess of $2,000. On or before If any of the Purchase Notes subject to an Asset Sale Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Promptly after the Termination Date, the Issuers Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of payment Notes or portions thereof tendered pursuant to the Asset Sale Offer or if less than in the Offer Amount has been tendered, all Notes tenderedaggregate principal amount required by Section 4.10 hereof, and prior to the Settlement Date it shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.093.09 and Section 4.10. The IssuersPrior to 11:00 a.m., New York City time, on the Settlement Date, 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 the Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Trustee shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on or before the Purchase Settlement Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Senior Notes pursuant to Section 4.11 (an “"Asset Sale Offer”"), they it shall follow the procedures specified below. The Asset Sale 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 Issuers Company shall purchase the principal amount of Senior Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Senior Notes tendered in response to the Asset Sale Offer. Payment for any Senior Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Note is registered at the close of business on such record date, and no Special Interest additional interest shall be payable to Holders who tender Senior Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Senior Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Senior Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Senior Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Senior Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Senior Note purchased; (f) that Holders electing to have a Senior Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Senior Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Senior Note completed, or transfer the Note by book-entry transfer, to the IssuersCompany, a depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the IssuersCompany, 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 Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Senior Note purchased; (h) that, if the aggregate principal amount of Senior Notes surrendered by Holders exceeds the Offer Amount, the Issuers Company shall select the Senior Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers Company so that only Senior Notes in minimum denominations of $2,000 1,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) that Holders whose Senior Notes were purchased only in part shall be issued new Senior Notes equal in principal amount to the unpurchased portion of the Senior Notes surrendered (or transferred by book-entry transfer). On or before the Purchase Date, the Issuers Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Senior Notes or portions thereof tendered pursuant to the Asset Sale Offer Offer, or if less than the Offer Amount has been tendered, all Senior Notes tendered, and shall deliver to the Trustee an Officers’ ' Certificate stating that such Senior Notes or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.09. The IssuersCompany, 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 Senior Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Senior Note, and the Trustee, upon written request from the IssuersCompany, shall authenticate and mail or deliver such new Senior Note to such Holder, in a principal amount equal to any unpurchased portion of the Senior Note surrendered. Any Senior Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.063.06 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “"Asset Sale Offer”"), they it shall follow the procedures specified below. The Asset Sale 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 Issuers Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the IssuersCompany, a depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the IssuersCompany, the Depositary 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 Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers Company so that only Notes in minimum denominations of $2,000 1,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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 Issuers 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 Asset Sale Offer 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 Issuers Company in accordance with the terms of this Section 3.09. The IssuersCompany, 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 Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.063.06 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they it shall follow the procedures specified below. The Asset Sale 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 Applicable Law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Settlement Date”), the Issuers Company shall purchase and pay for the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tenderedvalidly tendered (and not validly withdrawn), all Notes validly tendered (and not validly withdrawn) in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless prescribed in the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale OfferNotes. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open, including the time and date the Asset Sale Offer will terminate (the “Termination Date”); (b) the Offer Amount, Amount and the purchase price and the Purchase Dateprice; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Settlement Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, the Depositary Company or the a Paying Agent at the address specified in the notice at least three days notice, before the Purchase Termination Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary Company or the Paying Agent, as the case may be, receives, not later than prior to the expiration of the Offer PeriodTermination Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase purchase, and a statement that such Holder ▇▇▇▇▇▇ is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders Holders, and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the Offer Amountamount the Company is required to repurchase, the Issuers Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (based on the principal amounts of Notes and Pari Passu Indebtedness (or, in the case of Pari Passu Indebtedness issued with significant original issue discount, based on the accreted value thereof) tendered (with such adjustments as may be deemed appropriate by the Issuers Trustee so that only Notes in minimum denominations of $2,000 2,000, or integral multiples of $1,000 in excess thereofof $2,000, shall be purchased)); and (i) 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 If any of the Purchase Notes subject to an Asset Sale Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Promptly after the Termination Date, the Issuers Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of payment Notes or portions thereof tendered pursuant to the Asset Sale Offer or if less than in the Offer Amount has been tendered, all Notes tenderedaggregate principal amount required by Section 4.10 hereof, and prior to the Settlement Date it shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.093.09 and Section 4.10. The IssuersPrior to 11:00 a.m., New York City time, on the Settlement Date, 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 the Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Trustee shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on or before the Purchase Settlement Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “"Asset Sale Offer”"), they it shall follow the procedures specified below. The Asset Sale 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 Issuers Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes validly tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest additional interest or Liquidated Damages, if any, shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interestinterest and Liquidated Damages, if any; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest and Liquidated Damages, if any after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, the Depositary Company or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, 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 Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers Trustee shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers Trustee so that only Notes in minimum denominations of $2,000 1,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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). If any of the Notes subject to an Asset Sale Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. On or before the Purchase Date, the Issuers 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 Asset Sale Offer 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 Issuers Company in accordance with the terms of this Section 3.09. The Issuers, 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 the Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Trustee shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections Section 3.01 through 3.06Section 3.06 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 3.6 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they it shall follow the procedures specified below. The Asset Sale 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”"ASSET SALE OFFER PERIOD"). No later than five Business Days after the termination of the Asset Sale Offer Period (the “Purchase Date”"ASSET SALE OFFER PURCHASE DATE"), the Issuers Company shall purchase the principal amount of Notes Securities required to be purchased pursuant to Section 4.11 3.6 hereof (the “Offer Amount”"ASSET SALE OFFER AMOUNT") or, if less than the Asset Sale Offer Amount has been tendered, all Notes Securities tendered in response to the Asset Sale Offer. Payment for any Notes Securities so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to If the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Security is registered at the close of business on such record date, and no Special Interest additional interest shall be payable to Holders who tender Notes Securities pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Securities pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 5.10 and Section 4.11 3.6 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Asset Sale Offer Amount, the purchase price and the Asset Sale Offer Purchase Date; (c) that any Note Security not tendered or accepted for payment shall continue to accrete or accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note Security accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or accrue interest after the Asset Sale Offer Purchase Date; (e) that Holders electing to have a Note any Securities held by them purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Securities purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Security purchased; (f) that Holders electing to have a Note Security purchased pursuant to any Asset Sale 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 completed, or transfer the Note by book-entry transfer, to the IssuersCompany, a depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three days before the Asset Sale Offer Purchase Date; (g) that Holders shall be entitled to withdraw their election if the IssuersCompany, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Asset Sale 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 Holder is withdrawing his its election to have such Note Security purchased; (h) that, if the aggregate principal amount of Notes Securities surrendered by Holders exceeds the Asset Sale Offer Amount, the Issuers Company shall select the Notes Securities to be purchased on a pro rata PRO RATA basis (with such adjustments as may be deemed appropriate by the Issuers Company so that only Notes Securities in minimum denominations of $2,000 1,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) that Holders whose Notes Securities were purchased only in part pursuant to paragraph (h) above 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). On or before the Asset Sale Offer Purchase Date, the Issuers Company shall, to the extent lawful, accept for payment, on a pro rata PRO RATA basis to the extent necessary, the Asset Sale Offer Amount of Notes Securities or portions thereof tendered pursuant to the Asset Sale Offer Offer, or if less than the Asset Sale Offer Amount has been tendered, all Notes Securities tendered, and shall deliver to the Trustee an Officers’ Officer's Certificate stating that such Notes Securities or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.095.10. The IssuersCompany, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Asset Sale Offer Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes Securities tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new NoteSecurity, and the Trustee, upon written request from the Issuers, Company shall authenticate and mail or deliver such new Note Security to such Holder, in a principal amount equal to any unpurchased portion of the Note Security surrendered. Any Note Security not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on the Asset Sale Offer Purchase Date. Other than as specifically provided in this Section 3.095.10, any purchase pursuant to this Section 3.09 5.10 shall be made pursuant to the provisions of Sections 3.01 5.1 and 5.3 through 3.065.9 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “"Asset Sale Offer”"), they it shall follow the procedures specified below. The Asset Sale 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 Issuers Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes validly tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest additional interest or Liquidated Damages shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrete or accrue interestinterest and Liquidated Damages, if any; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or accrue interest and Liquidated Damages, if any, after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note completedcompleted to the Company, the Depositary, if appointed by the Company, or transfer the Note by book-entry transfer, to the Issuers, the Depositary or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the IssuersCompany, the Depositary such 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 Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers Trustee shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers Trustee so that only Notes in minimum denominations of $2,000 1,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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). If any of the Notes subject to an Asset Sale Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures of the Depositary applicable to such repurchases. On or before the Purchase Date, the Issuers 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 Asset Sale Offer 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 Issuers Company in accordance with the terms of this Section 3.09. The IssuersCompany, the Depositary depositary (if any, and as referred to in clause (f) above of this Section 3.09) 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 and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the IssuersCompany, shall authenticate and mail or deliver make available for delivery such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.063.06 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “"Asset Sale Offer”"), they it shall follow the procedures specified below. The Asset Sale 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 Issuers Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals integral multiples of $1,000 in excess thereof only; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the IssuersCompany, a depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the IssuersCompany, 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 Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers Company so that only Notes in minimum denominations of $2,000 1,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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 Issuers 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 Asset Sale Offer 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 Issuers Company in accordance with the terms of this Section 3.09. The IssuersCompany, 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 Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.063.06 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.06 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “"Asset Sale Offer”"), they it shall follow the procedures specified below. The Asset Sale 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 Issuers Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.06 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 3.03 and Section 4.11 4.06 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals integral multiples of $1,000 in excess thereof only; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the IssuersCompany, a depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the IssuersCompany, 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 Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers Company so that only Notes in minimum denominations of $2,000 1,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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 Issuers 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 Asset Sale Offer 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 Issuers Company in accordance with the terms of this Section 3.093.03. The IssuersCompany, 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 Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.093.03, any purchase pursuant to this Section 3.09 3.03 shall be made pursuant to the provisions of Sections 3.01 through 3.063.06 of the Base Indenture.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer Asset Sale Offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”)Notes, they it shall follow the procedures specified below. The Asset Sale 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 Issuers Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the IssuersCompany, a depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the IssuersCompany, the Depositary 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 Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers Company so that only Notes in minimum denominations of $2,000 1,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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 Issuers 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 Asset Sale Offer 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 Issuers Company in accordance with the terms of this Section 3.09. The IssuersCompany, 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 Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.063.06 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers shall be Company is required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale a Net Proceeds Offer”), they shall it will follow the procedures specified below. The Asset Sale Net Proceeds 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”). No The Net Proceeds Offer Payment Date shall be no later than five Business Days after the termination of the Offer Period (Period. On the “Purchase Net Proceeds Offer Payment Date”), the Issuers Company shall purchase the principal amount of Notes (and 9.25% Notes, 8.75% Notes or other Indebtedness Incurred by the Company, if applicable) required to be purchased pursuant to Section 4.11 (4.10 hereof and the “Offer Amount”) indentures governing the 9.25% Notes, 8.75% Notes or other Indebtedness Incurred by the Company, if applicable, or, if less than the Net Proceeds Offer Amount has been tendered, all Notes (and 9.25% Notes, 8.75% Notes or other Indebtedness Incurred by the Company, if applicable) tendered in response to the Asset Sale Net Proceeds Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. If the Purchase Net Proceeds Offer Payment Date is on or after an interest record date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest 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 Special Interest additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Net Proceeds Offer. Upon the commencement of an Asset Sale Offer Net Proceeds Offer, the Issuers shall Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Net Proceeds Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Net Proceeds Offer, shall will state: (a1) that the Asset Sale Net Proceeds Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Net Proceeds Offer shall will remain open; (b2) the Net Proceeds Offer Amount, the purchase price and the Purchase Net Proceeds Offer Payment Date; (c3) that any Note not tendered or accepted for payment shall will continue to accrue interest; (d4) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Net Proceeds Offer shall will cease to accrue interest and Liquidated Damages, if any, after the Net Proceeds Purchase Date; (e5) that Holders electing to have a Note purchased pursuant to an Asset Sale Net Proceeds Offer may elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals integral multiples of $1,000 in excess thereof only; (f6) that Holders electing to have a Note Notes purchased pursuant to any Asset Sale Net Proceeds 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 the Note by book-entry transfer, to the IssuersCompany, a Depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three days Business Days before the Net Proceeds Purchase Date; (g7) that Holders shall will be entitled to withdraw their election if the IssuersCompany, 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 Holder ▇▇▇▇▇▇ is withdrawing his election to have such Note purchased; (h) 8) that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by Holders thereof exceeds the Net Proceeds Offer Amount, the Issuers shall Company will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Issuers Company so that only Notes in minimum denominations of $2,000 1,000, or integral multiples of $1,000 in excess thereof, shall will be purchased); and (i9) that Holders whose Notes were purchased only in part shall will 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 Net Proceeds Offer Payment Date, the Issuers shallCompany will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Net Proceeds Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer Net Proceeds Offer, or if less than the Net Proceeds Offer Amount has been tendered, all Notes tendered, and shall will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.09. The IssuersCompany, the Depositary or the Paying Agent, as the case may be, shall will promptly (but in any case not later than five days three Business Days after the Purchase Net Proceeds Offer Payment Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers shall Company will promptly issue a new Note, and the Trustee, upon written request from the IssuersCompany, shall will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers shall Company will publicly announce the results of the Asset Sale Net Proceeds Offer on the Purchase Net Proceeds Offer Payment Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.063.06 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they the Company shall follow the procedures specified below. The Asset Sale 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 Issuers Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes validly tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest principal payments are mademade at Stated Maturity. Unless Further, the Issuers default in making such payment, Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any Note accepted for payment pursuant other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes as a result of an Asset Sale Offer Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture relating to an Asset Sale Offer, the Company shall cease comply with the applicable securities laws and regulations and shall not be deemed to accrue interest after the Purchase Datehave breached its obligations described in this Section 3.09 by virtue thereof. 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 Special Interest additional interest relating to the same period shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, the Depositary Company or the a Paying Agent at the address specified in the notice at least three days before the Purchase Datetermination of the Offer Period; (g) that Holders shall be entitled to withdraw their election if the Issuers, 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 Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers Trustee shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers 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 (i) 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). If any of the Notes subject to an Asset Sale Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. On or before the Purchase Date, the Issuers 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 Asset Sale Offer 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 Issuers Company in accordance with the terms of this Section 3.09. The Issuers, 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 the Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Trustee shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections Section 3.01 through 3.06Section 3.06 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they it shall follow the procedures specified below. The Asset Sale 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 Applicable Law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Settlement Date”), the Issuers Company shall purchase and pay for the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tenderedvalidly tendered (and not validly withdrawn), all Notes validly tendered (and not validly withdrawn) in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless prescribed in the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale OfferNotes. Upon the commencement of an Asset Sale Offer Offer, the Issuers Company shall send, by first class mail, or otherwise deliver, 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open, including the time and date the Asset Sale Offer will terminate (the “Termination Date”); (b) the Offer Amount, Amount and the purchase price and the Purchase Dateprice; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Settlement Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, the Depositary Company or the a Paying Agent at the address specified in the notice at least three days notice, before the Purchase Termination Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary Company or the Paying Agent, as the case may be, receives, not later than prior to the expiration of the Offer PeriodTermination Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase purchase, and a statement that such Holder ▇▇▇▇▇▇ is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders Holders, and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the Offer Amountamount the Company is required to repurchase, the Issuers Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (based on the principal amounts of Notes and Pari Passu Indebtedness (or, in the case of Pari Passu Indebtedness issued with significant original issue discount, based on the accreted value thereof) tendered (with such adjustments as may be deemed appropriate by the Issuers Trustee so that only Notes in minimum denominations of $2,000 2,000, or integral multiples of $1,000 in excess thereofof $2,000, shall be purchased)); and (i) 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 If any of the Purchase Notes subject to an Asset Sale Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to repurchases. Promptly after the Termination Date, the Issuers Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of payment Notes or portions thereof tendered pursuant to the Asset Sale Offer or if less than in the Offer Amount has been tendered, all Notes tenderedaggregate principal amount required by Section 4.10 hereof, and prior to the Settlement Date it shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.093.09 and Section 4.10. The IssuersPrior to 11:00 a.m., New York City time, on the Settlement Date, 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 the Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Trustee shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on or before the Purchase Settlement Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. (a) In the event that that, pursuant to Section 4.12 hereof, the Issuers Issuer shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they it shall follow the procedures specified below. . (b) The Asset Sale Offer shall remain open for a period of at least 20 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 Issuers Issuer shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.12 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. If the Purchase Date is on or after an interest record date a Regular Record Date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record dateRegular Record Date, and no Special Interest additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an the Asset Sale Offer Offer, the Issuers Issuer shall send, by first class mailmail or, if the Notes are held through the Depositary, through the Applicable 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (ai) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.12 hereof and the length of time the Asset Sale Offer shall remain open; (bii) the Offer Amount, the purchase price and the Purchase Date; (ciii) that any Note not tendered or accepted for payment shall continue to accrue interest; (div) that, unless the Issuers default Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest interest, if any, after the Purchase Date; (ev) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals integral multiples of $1,000 in excess thereof only; (fvi) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the IssuersIssuer, the Depositary Depositary, or the Paying Agent at the address specified in the notice at least three days before prior to the Purchase Dateexpiration of the Offer Period; (gvii) that Holders shall be entitled to withdraw their election if the IssuersIssuer, 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 Holder is withdrawing his election to have such Note purchased; (hviii) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers Issuer so that only Notes in minimum denominations of $2,000 or integral multiples of $1,000 in excess thereof, thereof shall be purchased); and (iix) 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 Issuers 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 tendered pursuant to the Asset Sale Offer Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Issuer in accordance with the terms of this Section 3.09. The IssuersIssuer, the Depositary or the Paying Agent, as the case may be, 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 and accepted by the Issuers Issuer for purchase, and the Issuers Issuer shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Issuer shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Issuer to the Holder thereof. The Issuers Issuer shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections Section 3.01 through 3.06Section 3.06 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that the Issuers Issuer shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they shall follow the procedures specified below. The Asset Sale 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 Issuers Issuer shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals of $1,000 in excess thereof only; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the IssuersIssuer, the Depositary or the Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the IssuersIssuer, 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 Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers Issuer so that only Notes in minimum denominations of $2,000 or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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 Issuers 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 tendered pursuant to the Asset Sale 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 Issuers Issuer in accordance with the terms of this Section 3.09. The IssuersIssuer, 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 Notes tendered by such Holder and accepted by the Issuers Issuer for purchase, and the Issuers Issuer shall promptly issue a new Note, and the Trustee, upon written request from the IssuersIssuer, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Issuer to the Holder thereof. The Issuers Issuer shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders (and to holders of other Pari Passu Indebtedness of the Company designated by the Company) to purchase Notes pursuant to Section 4.11 (and such other Pari Passu Indebtedness of the Company) (an “Asset Sale Offer”), they it shall follow the procedures specified below. The Company shall complete the Asset Sale Offer no earlier than 10 days and no later than 60 days after notice of the Asset Sale Offer is provided to the Holders or such later date as may be required by applicable law. The Asset Sale Offer shall remain open for a period of 20 Business Days 10 days following its commencement and no longercommencement, except or longer 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 Issuers Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers Company 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 3.10 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations integral multiples of $1,000 only; provided that, if only a portion of the Notes of any Holder is to be purchased, the unpurchased portion of the Notes of such Holder must be equal to $2,000 and in principal amount or an integral multiple integrals of $1,000 in excess thereof onlythereof; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the IssuersCompany, a depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the IssuersCompany, the Depositary depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Periodclosing, 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 Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders and holders of other Pari Passu Indebtedness tendered exceeds the Offer Amount, the Issuers Company shall select the Notes and such other Pari Passu Indebtedness to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers Company so that (i) only Notes in minimum denominations principal amounts of $2,000 2,000, or integral multiples of $1,000 in excess thereof, shall be purchasedpurchased and (ii) the unpurchased portion of the Notes of any Holder shall be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof); and (i) 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 Issuers 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 Asset Sale Offer Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.093.10. The IssuersCompany, 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 Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 Debentures (an “"Asset Sale Offer”"), they it shall follow the procedures specified below. The Asset Sale 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 Issuers Company shall purchase the principal amount of Notes Debentures required to be purchased pursuant to Section 4.11 4.10 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes Debentures tendered in response to the Asset Sale Offer. Payment for any Notes Debentures so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Debenture is registered at the close of business on such record date, and no Special Interest additional interest shall be payable to Holders who tender Notes Debentures pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Debentures pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note Debenture not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note Debenture accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Note Debenture purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Debenture purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Debenture purchased; (f) that Holders electing to have a Note Debenture purchased pursuant to any Asset Sale Offer shall be required to surrender the NoteDebenture, with the form entitled “"Option of Holder to Elect Purchase” " on the reverse of the Note Debenture completed, or transfer the Note by book-entry transfer, to the IssuersCompany, a depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the IssuersCompany, 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 Debenture the Holder delivered for purchase and a statement that such Holder ▇▇▇▇▇▇ is withdrawing his or her election to have such Note Debenture purchased; (h) that, if the aggregate principal amount of Notes Debentures surrendered by Holders exceeds the Offer Amount, the Issuers Trustee shall select the Notes Debentures to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers Company so that only Notes Debentures in minimum denominations of $2,000 1,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) that Holders whose Notes Debentures were purchased only in part shall be issued new Notes Debentures equal in principal amount to the unpurchased portion of the Notes Debentures surrendered (or transferred by book-entry transfer). On or before the Purchase Date, the Issuers Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes Debentures or portions thereof tendered pursuant to the Asset Sale Offer Offer, or if less than the Offer Amount has been tendered, all Notes Debentures tendered, and shall deliver to the Trustee an Officers’ ' Certificate stating that such Notes Debentures or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.09. The IssuersCompany, 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 Notes Debentures tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new NoteDebenture, and the Trustee, upon written request from the Issuers, Company shall authenticate and mail or deliver such new Note Debenture to such Holder, in a principal amount equal to any unpurchased portion of the Note Debenture surrendered. Any Note Debenture not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.063.06 hereof. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Offer to Purchase by Application of Excess Proceeds. In If, pursuant to Section 4.10 hereof, the event that the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they it shall follow the procedures specified below. The Asset Sale Offer shall 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 “Asset Sale Offer Period”). No later than five three Business Days after the termination of the Asset Sale Offer Period (the “Purchase Asset Sale Payment Date”), the Issuers Company shall apply all Excess Proceeds to purchase the principal amount of Notes and other pari passu Indebtedness required to be purchased pursuant to Section 4.11 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes and other pari passu Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes and other pari passu Indebtedness so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to If the Asset Sale Offer shall cease to accrue interest after the Purchase Date. If the Purchase Payment Date is on or after an interest record date a Regular Record Date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest and Additional Interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record dateRegular Record Date, and no Special Interest additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Asset Sale Payment Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Asset Sale Payment Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the IssuersCompany, a Depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Asset Sale Payment Date; (g) that Holders shall be entitled to withdraw their election if the IssuersCompany, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Asset Sale Offer Period, a facsimile or 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 Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer AmountAmount or less than all of the Notes tendered pursuant to the Asset Sale Offer are accepted for payment by the Company for any reason consistent with this Indenture, the Issuers Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers Company so that only Notes in minimum denominations of $2,000 2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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); provided that each such Note will be issued in a principal amount of $2,000 or an integral amount of $1,000 in excess thereof. On or before the Purchase Asset Sale Payment Date, the Issuers Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes and other pari passu Indebtedness or portions thereof tendered pursuant to the Asset Sale Offer Offer, or if less than the Offer Amount has been tenderedtendered or less than all of the Notes tendered pursuant to the Asset Sale Offer are accepted for payment by the Company for any reason consistent with this Indenture, all Notes tenderedand other pari passu Indebtedness tendered or accepted, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes and other pari passu Indebtedness or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.09. The IssuersCompany, 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 Datetermination of the Asset Sale Offer Period) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes properly tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Company shall promptly authenticate and mail (or deliver cause to be transferred by book entity) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered, if any. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on the Purchase Asset Sale Payment Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.063.06 hereof.

Offer to Purchase by Application of Excess Proceeds. In When the event cumulative amount of Excess Proceeds that have not been applied in accordance with Section 4.10 and 4.16 herein or this Section 3.09, exceeds $5 million, the Issuers Company shall be required obligated to commence make an offer to all Holders of the Notes (an "EXCESS PROCEEDS OFFER") to purchase the maximum principal amount of Notes pursuant that may be purchased out of such Excess Proceeds at an offer price in cash in an amount equal to Section 4.11 (an “Asset Sale Offer”)101% of the principal amount thereof, they shall follow together with accrued and unpaid interest to the date fixed for the closing of such offer in accordance with the procedures specified belowset forth in this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of such Excess Proceeds, the Trustee shall select the Notes to be purchased on a PRO RATA basis. The Asset Sale Excess Proceeds 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 Issuers Company shall purchase the maximum principal amount of Notes required to that may be purchased pursuant to Section 4.11 with such Excess Proceeds (which maximum principal amount of Notes shall be the “Offer Amount”"OFFER AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Excess Proceeds Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Excess Proceeds Offer. Upon the commencement of an Asset Sale Offer any Excess Proceeds Offer, the Issuers Company shall send, by first class mail, a notice to the Trustee and each of the HoldersHolders of the Notes, 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 Asset Sale Excess Proceeds Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Excess Proceeds Offer, shall state: (a) that the Asset Sale Excess Proceeds Offer is being made pursuant to this Section 3.09 and Section 4.11 and the length of time the Asset Sale Excess Proceeds Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default in making such payment, that any Note accepted for payment pursuant to the Asset Sale Excess Proceeds Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals of $1,000 in excess thereof only; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale any Excess Proceeds 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 the Note by book-entry transfer, to the IssuersCompany, a depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three business days before the Purchase Date; (gf) that Holders shall be entitled to withdraw their election if the IssuersCompany, 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 Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such the Note purchased; (hg) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers Company shall select the Notes to be purchased on a pro rata PRO RATA basis (with such adjustments as may be deemed appropriate by the Issuers Company so that only Notes in minimum denominations of $2,000 1,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ih) 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 Issuers Company shall, to the extent lawful, accept for payment, on a pro rata PRO RATA basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer Excess Proceeds Offer, or if less than the Offer Amount has been tendered, all Notes or portion thereof tendered, and shall deliver to the Trustee an Officers’ ' Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.09. The IssuersCompany, the Depositary 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 Notes Note tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Trustee shall authenticate and mail or deliver such new Note Note, to such Holder, Holder equal in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.the

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers shall be Company is required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they shall it will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders and, at the option of the Company (unless otherwise required by the terms thereof), all holders of other Indebtedness that is pari passu with the Notes pursuant to Section 4.10. The Asset Sale Offer 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”). No later than five three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 Company will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest redemption payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no Special Interest shall additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers shall Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state: (a1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall will remain open; (b2) the Offer Amount, the purchase price and the Purchase Date; (c3) that any Note not tendered or accepted for payment shall will continue to accrue interest; (d4) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall will cease to accrue interest after the Purchase Date; (e5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations integral multiples of $2,000 and in multiple integrals of $1,000 in excess thereof 1.00 only; (f6) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall will 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 the Note by book-entry transfer, to the IssuersCompany, a Depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g7) that Holders shall will be entitled to withdraw their election if the IssuersCompany, 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 Holder is withdrawing his election to have such Note purchased; (h) 8) that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by Holders exceeds the Offer Amount, the Issuers shall Company will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Issuers Company so that only Notes in minimum denominations of $2,000 1.00, or integral multiples of $1,000 in excess thereof, shall will be purchased); and (i9) that Holders whose Notes were purchased only in part shall will 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 Issuers shallCompany will, 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 Asset Sale Offer Offer, or if less than the Offer Amount has been tendered, all Notes and other pari passu Indebtedness tendered, and shall will deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.09. The IssuersCompany, the Depositary or the Paying Agent, as the case may be, shall will 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 and accepted by the Issuers Company for purchase, and the Issuers shall Company will promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall Company will authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Definitive Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers shall Company will publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.063.06 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of not less than 20 Business Days or more than 30 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law Applicable Law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Settlement Date”), the Issuers Company shall purchase and pay for the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tenderedvalidly tendered (and not validly withdrawn), all Notes validly tendered (and not validly withdrawn) in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers Company 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open, including the time and date the Asset Sale Offer will terminate (the “Termination Date”); (b) the Offer Amount, Amount and the purchase price and the Purchase Dateprice; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Settlement Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, the Depositary Company or the a Paying Agent at the address specified in the notice at least three days notice, before the Purchase Termination Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary Company or the Paying Agent, as the case may be, receives, not later than prior to the expiration of the Offer PeriodTermination Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders Holders, and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the Offer Amountamount the Company is required to repurchase, the Issuers Company shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (based on the principal amounts of Notes and Pari Passu Indebtedness (or, in the case of Pari Passu Indebtedness issued with significant original issue discount, based on the accreted value thereof) tendered (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in minimum denominations of $2,000 2,000, or integral multiples of $1,000 in excess thereofof $2,000, shall be purchased)); and (i) 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 If any of the Purchase Notes subject to an Asset Sale Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Promptly after the Termination Date, the Issuers Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of payment Notes or portions thereof tendered pursuant to the Asset Sale Offer or if less than in the Offer Amount has been tendered, all Notes tenderedaggregate principal amount required by Section 4.10 hereof, and prior to the Settlement Date it shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.093.09 and Section 4.10. The IssuersPrior to 11:00 a.m., New York City time, on the Settlement Date, 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 send or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Trustee shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on or before the Purchase Settlement Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “"Asset Sale Offer”"), they it shall follow the procedures specified below. The Asset Sale 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 Issuers Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers Company shall send, by first class mail, a notice to the Trustee and to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all HoldersHolders of Notes. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “titled "Option of Holder to Elect Purchase” " on the reverse of the Note completed, or transfer the Note by book-entry transfer, to the IssuersCompany, a depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the IssuersCompany, the Depositary or the Paying Agent, as the case may be, receivesreceive, 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 Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers Company so that only Notes in minimum denominations of $2,000 1,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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 Issuers 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 Asset Sale Offer 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 Issuers Company in accordance with the terms of this Section 3.09. The IssuersCompany, 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 the Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the IssuersCompany, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.063.06 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 5.10, the Issuers shall Company will be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they it shall follow the procedures specified belowin this Section 3.09. The Asset Sale 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 Issuers shall Company will purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 5.10 (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer). Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers shall Company will send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 5.10 and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals 2,000, or integral multiples of $1,000 in excess thereof only(unless such amount represents the entire principal amount of Notes held by such Holder), purchased; (f) that Holders electing to have a Note any Notes purchased pursuant to any Asset Sale Offer shall be required to surrender the NoteNotes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer the Note by book-entry transfer, to the Issuers, the Depositary or the Paying Agent or the Depositary, as applicable, at the address specified in the notice at least three days before prior to the close of business on the third Business Day preceding the Purchase Date, subject to the Applicable Procedures; (g) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary Paying Agent or the Paying AgentDepositary, as the case may beapplicable, receives, not later than the expiration close of business on the Offer Periodthird Business Day preceding the Purchase Date, 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 Holder is withdrawing his its election to have such Note purchased, subject to the Applicable Procedures; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers shall Trustee will select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers Company so that only Notes in minimum denominations of $2,000 2,000, or integral multiples of $1,000 in excess thereof, shall be purchased), subject to the Applicable Procedures; and (i) 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). If any of the Notes subject to the Asset Sale Offer are in the form of a Global Note, then the Company may modify such notice to the extent necessary to comply with the Applicable Procedures of the Depositary. On or before the Purchase Date, subject to the Issuers shallApplicable Procedures, the Company will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof validly tendered pursuant to the Asset Sale Offer or (and not withdrawn), or, if less than the Offer Amount has been validly tendered, all Notes tenderedtendered (and not withdrawn), and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.09. The Issuers, 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 received from the Company equal to the purchase price of the Notes validly tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers shall Company will promptly issue a new Note, and the Trustee, upon written request from the Issuersreceipt of an Authentication Order, shall authenticate and mail (or deliver cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed (or delivered caused to be transferred by book-entry) by the Issuers Company to the Holder thereof. The Issuers shall Company will publicly announce the results of the Asset Sale Offer on promptly after the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that the Issuers shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “"Asset Sale Offer”"), they shall follow the procedures specified below. The Asset Sale 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 Issuers shall purchase the principal amount at maturity of Notes required to be purchased pursuant to Section 4.11 (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer the 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer or may elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals integral multiples of $1,000 in excess thereof principal amount at maturity only; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, a depositary, if appointed by the Depositary Issuers, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, 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 at maturity of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount Accreted Value of Notes surrendered by Holders exceeds the Offer Amount, the Issuers shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in minimum denominations of $2,000 1,000 principal amount at maturity, or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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 or before the Purchase Date, the 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 tendered pursuant to the Asset Sale 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 Issuers in accordance with the terms of this Section 3.09. The Issuers, 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 Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.for

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof the Issuers shall be are required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they shall will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders. The Asset Sale Offer 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”). No later than five three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes and, if applicable, such Other Pari Passu Obligations (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no Special Interest shall further interest will be payable on such interest payment date to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers shall will send, by first first-class mail, postage prepaid (or transmitted otherwise in accordance with the applicable procedures of DTC), 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state: (a1) the CUSIP number; (2) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall will remain open; (b3) the Offer Amount, the purchase price and the Purchase Date; (c4) that any Note not tendered or accepted for payment shall will continue to accrete or accrue interest; (d5) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall will cease to accrete or accrue interest on and after the Purchase Date; (e6) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum initial denominations of $2,000 and in multiple integrals integral multiples of $1,000 in excess thereof onlythereof; (f7) that Holders electing to have a Note Notes purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, a Depositary, if appointed by the Depositary Issuers, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) 8) that Holders shall will be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a an electronic mail, 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 Holder is withdrawing his election to have such Note purchased; (h9) that, if the aggregate principal amount of Notes and Other Pari Passu Obligations surrendered by Holders holders thereof exceeds the Offer Amount, the Issuers shall will select the Notes and Other Pari Passu Obligations to be purchased on a pro rata basis based on the principal amount of Notes and such Other Pari Passu Obligations surrendered (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in minimum denominations of $2,000 or and integral multiples of $1,000 in excess thereof, shall will be purchased); and (i10) that Holders whose Notes were purchased only in part shall will 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 Issuers shallwill, 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 Asset Sale Offer Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 3.09. The Issuers, the Depositary or the Paying Agent, as the case may be, shall will 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 and accepted by the Issuers for purchase, and the Issuers shall will promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall will publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.063.06 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that the Issuers shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “"Asset Sale Offer”"), they shall follow the procedures specified below. The Asset Sale 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 Issuers shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer the 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer or may elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals integral multiples of $1,000 in excess thereof only; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, a depositary, if appointed by the Depositary Issuers, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, 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 Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in minimum denominations of $2,000 1,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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 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 tendered pursuant to the Asset Sale 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 Issuers in accordance with the terms of this Section 3.09. The Issuers, 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 Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they it shall follow the procedures specified below. The Asset Sale 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 Applicable Law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Settlement Date”), the Issuers Company shall purchase and pay for the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 (the “Offer Amount”) or, if less than the Offer Amount has been tenderedvalidly tendered (and not validly withdrawn), all Notes validly tendered (and not validly withdrawn) in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless prescribed in the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale OfferNotes. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 and the length of time the Asset Sale Offer shall remain open, including the time and date the Asset Sale Offer will terminate (the “Termination Date”); (b) the Offer Amount, Amount and the purchase price and the Purchase Dateprice; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Settlement Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect PurchasePurchase Form” on the reverse of the Note completed, or transfer the Note by book-entry transfer, to the Issuers, the Depositary or the Paying Agent Company at the address specified in the notice at least three days notice, before the Purchase Termination Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, Company receives, not later than prior to the expiration of the Offer PeriodTermination Date, a 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 purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders Holders, and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the Offer Amountamount the Company is required to repurchase, the Issuers Company shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness (with such adjustments as may be deemed appropriate by the Issuers Company so that only Notes in minimum denominations of $2,000 2,000, or integral multiples of $1,000 in excess thereofof $2,000, shall be purchased); and (i) 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 Promptly after the Purchase Termination Date, the Issuers Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of payment Notes or portions thereof tendered tendered, and accompanied by a completed and duly executed “Option of Holder to Elect Purchase Form” in the form attached to such Notes, pursuant to the Asset Sale Offer or if less than in the Offer Amount has been tendered, all Notes tenderedaggregate principal amount required by Section 4.10, and prior to the Settlement Date it shall deliver to the Trustee Holders an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.093.09 and Section 4.10. The IssuersPrior to 10:00 a.m. (New York City time) on the Settlement Date, the Depositary or the Paying Agent, as the case may be, Company shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver send via wire transfer to each tendering Holder (to the account specified in writing by such Holder) an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall authenticate Note and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted The Company shall be promptly mailed or delivered by notify the Issuers to the Holder thereof. The Issuers shall publicly announce Holders of the results of the Asset Sale Offer on or before the Purchase Settlement Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they it shall follow the procedures specified below. The Asset Sale 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 Applicable Law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Settlement Date”), the Issuers Company shall purchase and pay for the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tenderedvalidly tendered (and not validly withdrawn), all Notes validly tendered (and not validly withdrawn) in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless prescribed in the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale OfferNotes. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open, including the time and date the Asset Sale Offer will terminate (the “Termination Date”); (b) the Offer Amount, Amount and the purchase price and the Purchase Dateprice; (c) that any Note not tendered or accepted for payment shall continue to accrue interestinterest and Additional Interest, if any; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest and Additional Interest, if any, after the Purchase Settlement Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, the Depositary Company or the a Paying Agent at the address specified in the notice at least three days notice, before the Purchase Termination Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary Company or the Paying Agent, as the case may be, receives, not later than prior to the expiration of the Offer PeriodTermination Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase purchase, and a statement that such Holder ▇▇▇▇▇▇ is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders Holders, and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the Offer Amountamount the Company is required to repurchase, the Issuers Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness (with such adjustments as may be deemed appropriate by the Issuers Trustee so that only Notes in minimum denominations of $2,000 2,000, or integral multiples of $1,000 in excess thereofof $2,000, shall be purchased); and (i) 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 If any of the Purchase Notes subject to an Asset Sale Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depository applicable to repurchases. Promptly after the Termination Date, the Issuers Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of payment Notes or portions thereof tendered pursuant to the Asset Sale Offer or if less than in the Offer Amount has been tendered, all Notes tenderedaggregate principal amount required by Section 4.10 hereof, and prior to the Settlement Date it shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.093.09 and Section 4.10. The IssuersPrior to 11:00 a.m., New York City time, on the Settlement Date, 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 the Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Trustee shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on or before the Purchase Settlement Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 5.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they it shall follow the procedures specified below. The Asset Sale 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 Applicable Law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Settlement Date”), the Issuers Company shall purchase and pay for the principal amount of Notes required to be purchased pursuant to Section 4.11 5.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tenderedvalidly tendered (and not validly withdrawn), all Notes validly tendered (and not validly withdrawn) in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless prescribed in the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale OfferNotes. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 4.09 and Section 4.11 5.10 hereof and the length of time the Asset Sale Offer shall remain open, including the time and date the Asset Sale Offer will terminate (the “Termination Date”); (b) the Offer Amount, Amount and the purchase price and the Purchase Dateprice; (c) that any Note not properly tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Purchase Settlement Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, the Depositary Company or the a Paying Agent at the address specified in the notice at least three days notice, before the Purchase Termination Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary Company or the Paying Agent, as the case may be, receives, not later than prior to the expiration of the Offer PeriodTermination Date, a an electronic image scan, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders Holders, and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the Offer Amountamount the Company is required to repurchase, the Issuers Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (except that any Notes represented by a Global Note shall be selected by such method as the Depositary or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness (with such adjustments as may be deemed appropriate by the Issuers Trustee so that only Notes in minimum denominations of $2,000 2,000, or integral multiples of $1,000 in excess thereofof $2,000, shall be purchased); and (i) 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 If any of the Purchase Notes subject to an Asset Sale Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to repurchases. Promptly after the Termination Date, the Issuers Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of payment Notes or portions thereof tendered pursuant to the Asset Sale Offer or if less than in the Offer Amount has been tendered, all Notes tenderedaggregate principal amount required by Section 5.10 hereof, and prior to the Settlement Date it shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.094.09 and Section 5.10. The IssuersPrior to 11:00 a.m., Central time, on the Settlement Date, 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 the Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Trustee shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on or before the Purchase Settlement Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “"Asset Sale Offer”"), they it shall follow the procedures specified below. The Asset Sale 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 Issuers Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the IssuersCompany, a depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the IssuersCompany, 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 Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers Company so that only Notes in minimum denominations of $2,000 1,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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 Issuers 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 Asset Sale Offer 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 Issuers Company in accordance with the terms of this Section 3.09. The IssuersCompany, 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 Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.063.06 hereof.

Offer to Purchase by Application of Excess Proceeds. (a) In the event that that, pursuant to Section 4.10, the Issuers shall be Issuer is required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they shall it will follow the procedures specified belowin this Section 3.12. (b) The Issuer (or the Parent on the Issuer’s behalf) will commence each Asset Sale Offer within 10 Business Days after the date on which the Excess Proceeds exceed US$25 million by delivering the notice required pursuant to Section 3.12(d). The Asset Sale 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 Issuers Issuer shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. . (c) If the Purchase Date is on or after an interest a record date for the payment of interest 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 Special Interest interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. . (d) Upon the commencement of an Asset Sale Offer Offer, the Issuers Issuer shall send, by first class mail, deliver a notice to the Trustee and each of the Holders, with a copy Holders pursuant to the TrusteeSection 13.01. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (ai) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 3.12 and the length of time the Asset Sale Offer shall remain open; (bii) the Offer Amount, the purchase price and the Purchase Date; (ciii) that any Note not tendered or accepted for payment shall continue to accrue interest; (div) that, unless the Issuers default Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (ev) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals integral multiples of $1,000 or €1,000 only, as the case may be (provided that Euro Notes of €50,000 or less or Dollar Notes of $100,000 or less may only be redeemed in excess thereof onlywhole and not in part); (fvi) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfertransfer through the facilities of the Depositary, to the Issuersaccount of the Issuer, the Depositary or the Paying Agent at the address specified in the notice at least three days one Business Day before the Purchase Date; (gvii) that Holders shall be entitled to withdraw their election if the IssuersIssuer, 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 Holder is withdrawing his election to have such Note purchased; (hviii) that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by Holders exceeds the Offer Amount, the Issuers shall Issuer will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis as provided in Section 4.10 (with such adjustments as may be deemed appropriate by the Issuers Issuer so that only Notes in minimum denominations of of` $2,000 1,000 or €1,000, or integral multiples thereof, as the case may be, will be purchased (provided that Euro Notes of €50,000 or less or Dollar Notes of $1,000 100,000 or less may only be redeemed in excess thereof, shall be purchasedwhole and not in part)); and (iix) that Holders whose Definitive Registered Notes were purchased only in part shall be issued new Definitive Registered Notes equal in principal amount to the unpurchased portion of the Notes surrendered Notes. (or transferred by book-entry transfer). e) On or before the Purchase Date, the Issuers 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 tendered pursuant to the Asset Sale Offer 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 Issuers in accordance with the terms of this Section 3.09. The Issuers, 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 Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.all

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.16 hereof, the Issuers Company shall be required to commence make an offer to all Holders of Notes to purchase Notes pursuant to Section 4.11 (an “"Asset Sale Offer”"), they it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement at least 30 and no longernot more than 40 days, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than On a date within five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Issuers Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.16 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for The Company shall comply with any Notes so purchased shall tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with any offer required to be made in by the same manner Company to repurchase the Notes as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the a result of an Asset Sale Offer shall cease to accrue interest after the Purchase DateOffer. If the Purchase Date is on or after an interest record date a Regular Record Date and on or before the related interest payment dateInterest 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 dateRegular Record Date, and no Special Interest additional interest or Liquidated Damages, if any, shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 3.10 and Section 4.11 4.16 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price price, separately stating the amount of any accrued and unpaid interest and Liquidated Damages, if any, and the Purchase Date; (c) that any Note not tendered or accepted for payment shall remain outstanding and continue to accrue interestinterest and Liquidated Damages, if any; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after or Liquidated Damages, if any, on the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals of $1,000 in excess thereof only; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the IssuersCompany, a depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three days before not later than the Purchase Datelast Business Day of the Offer Period; (gf) that Holders shall be entitled to withdraw their tendered Notes and their election if to require the IssuersCompany to purchase such Notes, provided that the Company, the Depositary depositary or the Paying Agent, as the case may be, receives, not later than the expiration close of business on the last Business Day of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Notes the Holder delivered tendered for purchase purchase, and a statement that such Holder is withdrawing his tendered Notes and his election to have such Note Notes purchased; (hg) that, if the aggregate principal amount of Notes surrendered properly tendered by Holders exceeds the Offer Amount, the Issuers Trustee shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers Trustee so that only Notes in minimum denominations of $2,000 1,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ih) that Holders whose Notes were are being 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 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 tendered pursuant to the Asset Sale 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 Issuers in accordance with the terms of this Section 3.09. The Issuers, 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 Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “"Asset Sale Offer”"), they it shall follow the procedures specified below. The Asset Sale 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 Issuers Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. If the Purchase Date is on or after an interest record date a Regular 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 dateRegular Record Date, and no Special Interest additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 3.10 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals of $1,000 in excess thereof only; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the IssuersCompany, a depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three days before not later than the Purchase Datethird Business Day preceding the end of the Offer Period; (gf) that Holders shall be entitled to withdraw their election if the IssuersCompany, the Depositary depositary or the Paying Agent, as the case may be, receives, not later than the expiration Business Day preceding the end 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 Holder is withdrawing his election to have such Note purchased; (hg) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers Company so that only Notes in minimum denominations of $2,000 1,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (ih) 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 12:00 p.m. (New York City time) on each Purchase Date, the Issuers 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 Asset Sale Offer or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to irrevocably deposit with the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers in accordance with the terms of this Section 3.09. The Issuers, 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 Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.Agent in

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers shall be Company is required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale a Net Proceeds Offer”), they shall it will follow the procedures specified below. The Asset Sale Net Proceeds 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”). No The Net Proceeds Offer Payment Date shall be no later than five Business Days after the termination of the Offer Period (Period. On the “Purchase Net Proceeds Offer Payment Date”), the Issuers Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer4.10 hereof. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. If the Purchase Net Proceeds Offer Payment Date is on or after an interest record date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest interest, 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 Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer a Net Proceeds Offer, the Issuers shall Company will send, by first class mailmail (or in the case of Notes held in book entry form, by electronic transmission), 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 Asset Sale Net Proceeds Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Net Proceeds Offer, shall will state: (a1) that the Asset Sale Net Proceeds Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Net Proceeds Offer shall will remain open; (b2) the Offer Amountamount of the Excess Proceeds in the Net Proceeds Offer, the purchase price and the Purchase Net Proceeds Offer Payment Date; (c3) that any Note not tendered or accepted for payment shall will continue to accrue interest; (d4) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Net Proceeds Offer shall will cease to accrue interest interest, if any, after the Net Proceeds Purchase Date; (e5) that Holders electing to have a Note purchased pursuant to an Asset Sale Net Proceeds Offer may elect to have Notes purchased in the minimum denominations of amount equal to $2,000 and in multiple integrals integral multiples of $1,000 in excess thereof onlythereof; (f6) that Holders electing to have a Note Notes purchased pursuant to any Asset Sale Net Proceeds 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 the Note by book-entry transfertransfer in accordance with the procedures of DTC, to the IssuersCompany, the Depositary Depositary, if appointed by the Company, or the a Paying Agent at the address specified in the notice at least three days Business Days before the Net Proceeds Purchase Date; (g7) that Holders shall will be entitled to withdraw their election if the IssuersCompany, 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 Holder is withdrawing his election to have such Note purchasedpurchased or submit such withdrawal in accordance with the procedures of DTC; (h) 8) that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by Holders thereof exceeds the Offer AmountExcess Proceeds in the Net Proceeds Offer, the Issuers shall Company will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Issuers Company so that only Notes in minimum denominations of $2,000 2,000, or integral multiples of $1,000 in excess thereof, shall will be purchased); and (i9) that Holders whose Notes were purchased only in part shall will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer)) representing the same indebtedness to the extent not repurchased. On or before the Purchase Net Proceeds Offer Payment Date, the Issuers shallCompany will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Net Proceeds Offer Amount (less any pro rata portion thereof attributable to other pari passu Indebtedness) of Notes or portions thereof tendered pursuant to the Asset Sale Offer Net Proceeds Offer, or if less than the Net Proceeds Offer Amount attributable to the Notes has been tendered, all Notes tendered, and shall will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.09. The IssuersCompany, the Depositary or the Paying Agent, as the case may be, shall will 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 and accepted by the Issuers Company for purchase, and the Issuers shall Company will promptly issue a new Note, and the Trustee, upon written request from the IssuersCompany, shall will authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers shall Company will publicly announce the results of the Asset Sale Net Proceeds Offer on the Purchase Net Proceeds Offer Payment Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.063.06 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”"ASSET SALE OFFER"), they shall follow the procedures specified below. The Asset Sale 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 Issuers shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “Offer Amount”"OFFER AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, the Depositary Depositary, if appointed by the Issuers, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, 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 Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers shall select the Notes to be purchased on a pro rata PRO RATA basis (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in minimum denominations of $2,000 1,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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 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 tendered pursuant to the Asset Sale 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 Issuers in accordance with the terms of this Section 3.09. The Issuers, 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 Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “"Asset Sale Offer”"), they it shall follow the procedures specified below. The Asset Sale 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 Issuers Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the IssuersCompany, a depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the IssuersCompany, the Depositary 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 Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers Company so that only Notes in minimum denominations of $2,000 1,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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. on the Purchase Date, the Issuers 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 Asset Sale Offer 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 Issuers Company in accordance with the terms of this Section 3.09. The IssuersCompany, 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 Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Trustee shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.063.06 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they it shall follow the procedures specified below. The Asset Sale 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 Applicable Law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Settlement Date”), the Issuers Company shall purchase and pay for the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tenderedvalidly tendered (and not validly withdrawn), all Notes validly tendered (and not validly withdrawn) in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless prescribed in the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale OfferNotes. Upon the commencement of an Asset Sale Offer Offer, the Issuers Company shall send, by first class mailmail (or otherwise deliver in accordance with the procedures of DTC), 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open, including the time and date the Asset Sale Offer will terminate (the “Termination Date”); (b) the Offer Amount, the purchase price and the Purchase Settlement Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Settlement Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, Company or to the Depositary or the applicable Paying Agent at the address specified in the notice at least three days notice, before the Purchase Termination Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary Company or the applicable Paying Agent, as the case may be, receives, not later than prior to the expiration of the Offer PeriodTermination Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders Holders, and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the Offer Amountamount the Company is required to repurchase, the Issuers Notes and Pari Passu Indebtedness shall select the Notes to be purchased on a pro rata basis (with such subject to adjustments as may be deemed appropriate by to maintain the Issuers so authorized denominations for the Notes) on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness; provided, however, that only Notes in minimum denominations of $2,000 2,000, or integral multiples of $1,000 in excess thereofof $2,000, shall be purchased); and (i) 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 appropriate adjustments to the amount and beneficial interests in a Global Note if transferred by book-entry transfer). On or before If any of the Purchase Notes subject to an Asset Sale Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the Applicable Procedures of the Depository applicable to repurchases. Promptly after the Termination Date, the Issuers Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of payment Notes or portions thereof tendered pursuant to the Asset Sale Offer or if less than in the Offer Amount has been tendered, all Notes tenderedaggregate principal amount required by Section 4.10 hereof, and prior to the Settlement Date it shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.093.09 and Section 4.10. The IssuersPrior to 11:00 a.m., New York City time, on the Settlement Date, the Depositary Company or the applicable 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 distribute to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuersreceipt of a Company Order, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrenderedsurrendered (or appropriate adjustments to the amount and beneficial interests in the Global Note will be made as appropriate). Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on or before the Purchase Settlement Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. (a) In the event that that, pursuant to Section 4.12 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”"ASSET SALE OFFER"), they it shall follow the procedures specified below. . (b) The Asset Sale 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 Issuers Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.12 hereof (the “Offer Amount”"OFFER AMOUNT") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. If the Purchase Date is on or after an interest record date a Regular Record Date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest and Special Interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record dateRegular Record Date, and no Special Interest additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an the Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (ai) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.12 hereof and the length of time the Asset Sale Offer shall remain open; (bii) the Offer Amount, the purchase price and the Purchase Date; (ciii) that any Note not tendered or accepted for payment shall continue to accrue interest; (div) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest and Special Interest, if any, after the Purchase Date; (ev) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals integral multiples of $1,000 in excess thereof only; (fvi) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the IssuersCompany, a depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (gvii) that Holders shall be entitled to withdraw their election if the IssuersCompany, 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 Holder is withdrawing his election to have such Note purchased; (hviii) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers Company shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers Company so that only Notes in minimum denominations of $2,000 1,000 or integral multiples of $1,000 in excess thereof, thereof shall be purchased); and (iix) 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 Issuers 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 Asset Sale Offer 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 Issuers Company in accordance with the terms of this Section 3.09. The IssuersCompany, the Depositary or the Paying Agent, as the case may be, 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 and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections Section 3.01 through 3.063.06 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they it shall follow the procedures specified below. The Asset Sale 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 Applicable Law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Settlement Date”), the Issuers Company shall purchase and pay for the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tenderedvalidly tendered (and not validly withdrawn), all Notes validly tendered (and not validly withdrawn) in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless prescribed in the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale OfferNotes. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open, including the time and date the Asset Sale Offer will terminate (the “Termination Date”); (b) the Offer Amount, Amount and the purchase price and the Purchase Dateprice; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Settlement Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, the Depositary Company or the a Paying Agent at the address specified in the notice at least three days notice, before the Purchase Termination Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary Company or the Paying Agent, as the case may be, receives, not later than prior to the expiration of the Offer PeriodTermination Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase purchase, and a statement that such Holder ▇▇▇▇▇▇ is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders Holders, and Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the Offer Amountamount the Company is required to repurchase, the Issuers Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis (based on the principal amounts of Notes and Pari Passu Indebtedness (or, in the case of Pari Passu Indebtedness issued with significant original issue discount, based on the accreted value thereof) tendered (with such adjustments as may be deemed appropriate by the Issuers Trustee so that only Notes in minimum denominations of $2,000 2,000, or integral multiples of $1,000 in excess thereofof $2,000, shall be purchased)); and (i) 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 If any of the Purchase Notes subject to an Asset Sale Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to repurchases. Promptly after the Termination Date, the Issuers Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of payment Notes or portions thereof tendered pursuant to the Asset Sale Offer or if less than in the Offer Amount has been tendered, all Notes tenderedaggregate principal amount required by Section 4.10 hereof, and prior to the Settlement Date it shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.093.09 and Section 4.10. The IssuersPrior to 11:00 a.m., New York City time, on the Settlement Date, 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 the Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Trustee shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on or before the Purchase Settlement Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.16 hereof, the Issuers Company shall be required to commence make an offer to all Holders of Notes to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they it shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement at least 30 and no longernot more than 60 days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than On a date within five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.16 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for The Company shall comply with any Notes so purchased shall tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with any offer required to be made in by the same manner Company to repurchase the Notes as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the a result of an Asset Sale Offer shall cease to accrue interest after the Purchase DateOffer. If the Purchase Date is on or after an interest record date a Regular Record Date and on or before the related interest payment dateInterest Payment Date, any accrued and unpaid interest interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record dateRegular Record Date, and no Special Interest additional interest, if any, shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers Company shall send, by first class mail, (or transmitted electronically in accordance with applicable procedures of DTC), 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 3.10 and Section 4.11 4.16 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price price, separately stating the amount of any accrued and unpaid interest, if any, and the Purchase Date; (c) that any Note not tendered or accepted for payment shall remain outstanding and continue to accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after on the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals of $1,000 in excess thereof only; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the IssuersCompany, a depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three days before not later than the Purchase Datelast Business Day of the Offer Period; (gf) that Holders shall be entitled to withdraw their tendered Notes and their election if to require the IssuersCompany to purchase such Notes, provided that the Company, the Depositary depositary or the Paying Agent, as the case may be, receives, not later than the expiration close of business on the last Business Day of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note Notes the Holder delivered tendered for purchase purchase, and a statement that such Holder is withdrawing his tendered Notes and his election to have such Note Notes purchased; (hg) that, if the aggregate principal amount of Notes surrendered properly tendered by Holders exceeds the Offer Amount, the Issuers Trustee shall select the Notes to be purchased on a pro rata basis subject to applicable procedures of DTC (with such adjustments as may be deemed appropriate by the Issuers Trustee so that only Notes in minimum denominations of $2,000 150,000 or an integral multiples multiple of $1,000 in excess thereof, shall be purchased); and (ih) that Holders whose Notes were are being 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 noon (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 (of, if less than the Offer Amount has been properly tendered, such lesser amount as shall equal the principal amount of Notes properly tendered), together with accrued and unpaid interest, if any, thereon to the Purchase Date, to be held for payment in accordance with the terms of this Section 3.10. On the Purchase Date, the Issuers Company shall, to the extent lawful, (i) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer Offer, or if less than the Offer Amount has been tendered, all Notes tendered, (ii) deliver or cause the Paying Agent or depositary, 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 were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.093.10. The IssuersCompany, the Depositary 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 whose Notes are to be purchased an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Issuers Company for purchase, plus accrued and unpaid interest, if any, thereon to the Purchase Date, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the IssuersCompany, shall authenticate and mail or deliver such new Note to such Holder, equal in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. (a) In the event that that, pursuant to Section 4.09, the Issuers Parent Guarantor is required (or shall be required cause the Issuer) to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Excess Proceeds Offer”), they shall it will follow the procedures specified belowin this Section 3.10. (b) The Issuer or the Parent Guarantor, as the case may be, will commence each Excess Proceeds Offer within 10 Business Days after the date on which the Excess Proceeds exceed €30.0 million by delivering the notice required pursuant to Section 3.10(d). The Asset Sale Excess Proceeds Offer shall remain open for a period of 20 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 Issuers Issuer or the Parent Guarantor, as the case may be, shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.09 (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Excess Proceeds Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. . (c) If the Purchase Date is on or after an interest a record date for the payment of interest 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 Special Interest interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Excess Proceeds Offer. . (d) Upon the commencement of an Asset Sale Offer Excess Proceeds Offer, the Issuers Issuer or the Parent Guarantor, as the case may be, shall send, by first class mail, deliver a notice to the Trustee and each of the Holders, with a copy Holders pursuant to the TrusteeSection 12.01. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Excess Proceeds Offer. The Asset Sale Excess Proceeds Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Excess Proceeds Offer, shall state: (ai) that the Asset Sale Excess Proceeds Offer is being made pursuant to this Section 3.09 and Section 4.11 3.10 and the length of time the Asset Sale Excess Proceeds Offer shall remain open; (bii) the Offer Amount, the purchase price and the Purchase Date; (ciii) that any Note not tendered or accepted for payment shall continue to accrue interest; (div) that, unless the Issuers default Issuer or the Parent Guarantor, as the case may be, defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Excess Proceeds Offer shall cease to accrue interest after the Purchase Date; (ev) that Holders electing to have a Note purchased pursuant to an Asset Sale Excess Proceeds Offer may elect to have Notes purchased in minimum denominations integral multiples of $2,000 €1,000 only (provided that Notes of €100,000 or less may only be redeemed in whole and not in multiple integrals of $1,000 in excess thereof onlypart); (fvi) that Holders electing to have a Note purchased pursuant to any Asset Sale Excess Proceeds 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 the Note by book-entry transfertransfer through the facilities of the Depositary, to the Issuersaccount of the Issuer or the Parent Guarantor, as the Depositary case may be, or the Paying Agent at the address specified in the notice at least three days one Business Day before the Purchase Date; (gvii) that Holders shall be entitled to withdraw their election if the IssuersIssuer, the Parent Guarantor, 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 Holder is withdrawing his election to have such Note purchased; (hviii) that, if the aggregate principal amount of Notes and other Pari Passu Debt surrendered by Holders exceeds the Offer Amount, the Issuers shall Issuer or the Parent Guarantor, as the case may be, will select the Notes and other Pari Passu Debt to be purchased on a pro rata basis as provided in Section 4.09 (with such adjustments as may be deemed appropriate by the Issuers Issuer or the Parent Guarantor, as the case may be, so that only Notes in minimum denominations of $2,000 of` €1,000, or integral multiples of $1,000 in excess thereof, shall will be purchasedpurchased (provided that Notes of €100,000 or less may only be redeemed in whole and not in part); and (iix) that Holders whose Definitive Registered Notes were purchased only in part shall be issued new Definitive Registered Notes equal in principal amount to the unpurchased portion of the Notes surrendered Notes. (or transferred by book-entry transfer). e) On or before the Purchase Date, the Issuers Issuer or the Parent Guarantor, as the case may be, 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 Asset Sale Offer Excess Proceeds Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Issuer in accordance with the terms of this Section 3.09. The Issuers, 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 Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.063.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers shall be are required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they shall will follow the procedures specified below. The Asset Sale Offer shall be made to all Holders. The Asset Sale Offer 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”). No later than five three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 will apply all Excess Proceeds (the “Offer Amount”) to the purchase of Notes (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall will be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Additional Interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no Special Interest shall additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers shall 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall will govern the terms of the Asset Sale Offer, shall will state: (a1) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall will remain open; (b2) the Offer Amount, the purchase price and the Purchase Date; (c3) that any Note not tendered or accepted for payment shall will continue to accrue interest; (d4) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall will cease to accrue interest on and after the Purchase Date; (e5) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations an amount of $2,000 and in multiple integrals integral multiples of $1,000 in excess thereof only; (f6) that Holders electing to have a Note Notes purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, a Depositary, if appointed by the Depositary Issuers, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g7) that Holders shall will be entitled to withdraw their election if the Issuers, 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 Holder is withdrawing his election to have such Note purchased; (h) 8) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers shall will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes surrendered (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in minimum denominations amounts of $2,000 or and integral multiples of $1,000 in excess thereof, shall thereof will be purchased); and (i9) that Holders whose Notes were purchased only in part shall will 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 Issuers shallwill, 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 Asset Sale Offer Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall will deliver or cause to be delivered to the Trustee an Officers’ Certificate stating that such the Notes or portions thereof were properly accepted for payment by the Issuers in accordance with the terms of this Section 3.09. The Issuers, the Depositary or the Paying Agent, as the case may be, shall will 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 and accepted by the Issuers for purchase, and the Issuers shall will promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall Issuers will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall will publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.063.06 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “a Senior Subordinated Asset Sale Offer”), they it shall follow the procedures specified below. The Senior Subordinated Asset Sale 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 Issuers Company shall purchase the principal amount of Senior Subordinated Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “Offer Amount”"OFFER AMOUNT") or, if less than the Offer Amount has been tendered, all Senior Subordinated Notes tendered in response to the Senior Subordinated Asset Sale Offer. Payment for any Senior Subordinated Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest additional interest shall be payable to Holders who tender Senior Subordinated Notes pursuant to the Senior Subordinated Asset Sale Offer. Upon the commencement of an a Senior Subordinated Asset Sale Offer Offer, the Issuers Company 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 Senior Subordinated Asset Sale Offer. The Senior Subordinated Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Senior Subordinated Asset Sale Offer, shall state: (a) that the Senior Subordinated Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Senior Subordinated Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Senior Subordinated Note not tendered or accepted for payment shall continue to accrete or accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Senior Subordinated Note accepted for payment pursuant to the Senior Subordinated Asset Sale Offer shall cease to accrete or accrue interest after the Purchase Date; (e) that Holders electing to have a Senior Subordinated Note purchased pursuant to an a Senior Subordinated Asset Sale Offer may only elect to have Notes all of such Senior Subordinated Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Senior Subordinated Note purchased; (f) that Holders electing to have a Senior Subordinated Note purchased pursuant to any Senior Subordinated Asset Sale 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 the Note by book-entry transfer, to the IssuersCompany, a depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the IssuersCompany, the Depositary 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 Senior Subordinated Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Senior Subordinated Note purchased; (h) that, if the aggregate principal amount of Senior Subordinated Notes surrendered by Holders exceeds the Offer Amount, the Issuers Company shall select the Senior Subordinated Notes to be purchased on a pro rata PRO RATA basis (with such adjustments as may be deemed appropriate by the Issuers Company so that only Senior Subordinated Notes in minimum denominations of $2,000 1,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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 before the Purchase Date, the Issuers Company shall, to the extent lawful, accept for payment, on a pro rata PRO RATA basis to the extent necessary, the Offer Amount of Senior Subordinated Notes or portions thereof tendered pursuant to the Senior Subordinated Asset Sale Offer 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 were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.09. The IssuersCompany, 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 Senior Subordinated Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Senior Subordinated Note, and the Senior Subordinated Note Trustee, upon written request from the Issuers, Company shall authenticate and mail or deliver such new Senior Subordinated Note to such Holder, in a principal amount 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 Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Senior Subordinated Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.063.06 hereof.

Offer to Purchase by Application of Excess Proceeds. In the event that the Issuers shall be required to commence an offer to all Holders to purchase Notes Any Asset Sale Offer pursuant to Section 4.11 (an “Asset Sale Offer”), they shall follow the procedures specified below. The Asset Sale Offer 4.14 shall remain open for a period of 20 Business Days following its commencement at least 30 and no longernot more than 40 days, except to the extent that a longer period is required by applicable law (the “"Offer Period”"). No later than On a date within five Business Days after the termination of the Offer Period (the “"Purchase Date”"), the Issuers Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.14 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for The Company shall comply with any Notes so purchased shall tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with any offer required to be made in by the same manner Company to repurchase the Notes as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the a result of an Asset Sale Offer Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.9, the Company shall cease comply with the applicable securities laws or regulations and shall not be deemed to accrue interest after the Purchase Datehave breached its obligations hereunder by virtue thereof. 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 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 Special Interest additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 3.9 and Section 4.11 4.14 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price price, separately stating the amount of any accrued and unpaid interest and Liquidated Damages, if any, and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default Company defaults in making such paymentpayments, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals of $1,000 in excess thereof only; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the IssuersCompany, a depositary, if appointed by the Depositary Company, or the a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (gf) that Holders shall be entitled to withdraw their election if the IssuersCompany, 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 Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in minimum denominations of $2,000 or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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 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 tendered pursuant to the Asset Sale 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 Issuers in accordance with the terms of this Section 3.09. The Issuers, 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 Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that the Issuers shall be required to commence an offer to all Holders to purchase Notes Any Asset Sale Offer pursuant to Section 4.11 (an “Asset Sale Offer”), they shall follow the procedures specified below. The Asset Sale Offer 10.17 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 On a date within five Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuers shall purchase the principal amount of Notes Securities required to be purchased pursuant to Section 4.11 10.17 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes Securities tendered in response to the Asset Sale Offer. Payment for any Notes Securities so purchased shall be made in the same manner as interest payments are made. Unless The Issuers shall comply with any tender offer rules under the Exchange Act which may then be applicable, including Rule 14e-1, in connection with any offer required to be made by the Issuers default in making such payment, any Note accepted for payment pursuant to repurchase the Securities as a result of an Asset Sale Offer Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 11.08, the Issuers shall cease comply with the applicable securities laws or regulations and shall not be deemed to accrue interest after the Purchase Datehave breached their obligations hereunder by virtue thereof. 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 Security is registered at the close of business on such record date, and no Special Interest additional interest shall be payable to Holders who tender Notes Securities pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the 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 Securities pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 11.08 and Section 4.11 10.17 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals of $1,000 in excess thereof only; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, the Depositary or the Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, 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 Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in minimum denominations of $2,000 or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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 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 tendered pursuant to the Asset Sale 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 Issuers in accordance with the terms of this Section 3.09. The Issuers, 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 Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they it shall follow the procedures specified below. The Asset Sale 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 Issuers Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Additional Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals of $1,000 in excess thereof only; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, the Depositary or the Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, 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 Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in minimum denominations of $2,000 or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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 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 tendered pursuant to the Asset Sale 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 Issuers in accordance with the terms of this Section 3.09. The Issuers, 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 Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “Asset Sale Offer”), they it shall follow the procedures specified below. The Asset Sale 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 Applicable Law (the “Offer Period”). No later than five Business Days after the termination of the Offer Period (the “Purchase Settlement Date”), the Issuers Company shall purchase and pay for the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tenderedvalidly tendered (and not validly withdrawn), all Notes validly tendered (and not validly withdrawn) in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless prescribed in the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest shall be payable to Holders who tender Notes pursuant to the Asset Sale OfferNotes. Upon the commencement of an Asset Sale Offer Offer, the Issuers Company shall send, by first class mailmail (or otherwise send pursuant to the applicable procedures of the Depositary), a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open, including the time and date the Asset Sale Offer will terminate (the “Termination Date”); (b) the Offer Amount, Amount and the purchase price and the Purchase Dateprice; (c) that any Note not tendered or accepted for payment shall continue to accrue interestinterest and Additional Interest, if any; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest and Additional Interest, if any, after the Purchase Settlement Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may only elect to have Notes all of such Note purchased in minimum denominations and may not elect to have only a portion of $2,000 and in multiple integrals of $1,000 in excess thereof onlysuch Note purchased; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, the Depositary Company or the a Paying Agent at the address specified in the notice at least three days notice, before the Purchase Termination Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary Company or the Paying Agent, as the case may be, receives, not later than prior to the expiration of the Offer PeriodTermination Date, a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase purchase, and a statement that such Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders Holders, and Pari Passu Indebtedness surrendered by holders or lenders, together with all accrued and unpaid interest, if any, collectively, exceeds the Offer Amountamount the Company is required to repurchase, the Issuers Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness (with such adjustments as may be deemed appropriate by the Issuers Trustee so that only Notes in minimum denominations of $2,000 2,000, or integral multiples of $1,000 in excess thereofof $2,000, shall be purchased); and (i) 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 If any of the Purchase Notes subject to an Asset Sale Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to repurchases. Promptly after the Termination Date, the Issuers Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of payment Notes or portions thereof tendered pursuant to the Asset Sale Offer or if less than in the Offer Amount has been tendered, all Notes tenderedaggregate principal amount required by Section 4.10 hereof, and prior to the Settlement Date it shall deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuers Company in accordance with the terms of this Section 3.093.09 and Section 4.10. The IssuersPrior to 11:00 a.m., New York City time, on the Settlement Date, 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 the Notes tendered by such Holder and accepted by the Issuers Company for purchase, and the Issuers Company shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, Trustee shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers Company to the Holder thereof. The Issuers Company shall publicly announce the results of the Asset Sale Offer on or before the Purchase Settlement Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.

Offer to Purchase by Application of Excess Proceeds. In the event that that, pursuant to Section 4.10 hereof, the Issuers Company shall be required to commence an offer to all Holders to purchase Notes pursuant to Section 4.11 (an “"Asset Sale Offer”"), they it shall follow the procedures specified below. The Asset Sale 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 Issuers Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.11 4.10 hereof (the “"Offer Amount”") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. Unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date. 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 Special Interest additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer Offer, the Issuers 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 Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section 4.11 4.10 hereof and the length of time the Asset Sale Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest; (d) that, unless the Issuers default Company defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 and in multiple integrals integral multiples of $1,000 in excess thereof only; (f) that Holders electing to have a Note purchased pursuant to any Asset Sale 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 the Note by book-entry transfer, to the Issuers, the Depositary or the Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer PeriodCompany, a facsimile transmission or letter setting forth the name of the Holderdepositary, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount, the Issuers shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in minimum denominations of $2,000 or integral multiples of $1,000 in excess thereof, shall be purchased); and (i) 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 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 tendered pursuant to the Asset Sale 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 Issuers in accordance with the terms of this Section 3.09. The Issuers, 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 Notes tendered by such Holder and accepted by the Issuers for purchase, and the Issuers shall promptly issue a new Note, and the Trustee, upon written request from the Issuers, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Issuers to the Holder thereof. The Issuers shall publicly announce the results of the Asset Sale Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06.if