Common use of Repurchase at Option of Holder Clause in Contracts

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, unless the Company has unconditionally exercised its right to redeem all the Notes pursuant to Section 3.07 of the Indenture or all conditions to such redemption have been satisfied or waived, each Holder shall have the right to require the Company to purchase all or part (equal to [●] or an integral multiple of [●] in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). No later than 60 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as set forth in the Indenture. (b) In the event of an Asset Disposition that requires the purchase of Notes pursuant to Section 4.10 of the Indenture, the Company shall be required to make an Asset Disposition Offer pursuant to Sections 3.09 and 4.10(b) of the Indenture to all Holders and, to the extent the Company or another Restricted Subsidiary elects, to all Holders of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds at an offer price in respect of the Notes in an amount equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to, but not including, the date of purchase, in accordance with Section 3.09 of the Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, and in minimum denominations of [●] and in integral multiples of [●] in excess thereof.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, unless the Company Issuer has unconditionally exercised its right to redeem all the Notes pursuant to Section 3.07 of the Indenture or all conditions to such redemption have been satisfied or waived, each Holder shall have the right to require the Company Issuer to purchase all or part (equal to [●] £100,000 or an integral multiple of [●] £1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). No later than 60 days following any Change of Control, the Company Issuer shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as set forth in the Indenture. (b) In the event of an Asset Disposition that requires the purchase of Notes pursuant to Section 4.10 of the Indenture, the Company Issuer shall be required to make an Asset Disposition Offer pursuant to Sections 3.09 and 4.10(b) of the Indenture to all Holders and, to the extent the Company or another Restricted Subsidiary Issuer elects, to all Holders of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes (and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies Indebtedness) that may be purchased out of the Excess Proceeds at an offer price in respect of the Notes cash in an amount equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to, but not including, the date of purchase, in accordance with Section 3.09 of the Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, and in minimum denominations of [●] £100,000 and in integral multiples of [●] £1,000 in excess thereof.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, unless the Company Issuer has unconditionally exercised its right to redeem all the Notes pursuant to Section 3.07 of the Indenture or all conditions to such redemption have been satisfied or waived, each Holder shall have the right to require the Company Issuer to purchase all or part (equal to [●] €100,000 or an integral multiple of [●] €1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). No later than 60 days following any Change of Control, the Company Issuer shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as set forth in the Indenture. (b) In the event of an Asset Disposition that requires the purchase of Notes pursuant to Section 4.10 of the Indenture, the Company Issuer shall be required to make an Asset Disposition Offer pursuant to Sections 3.09 and 4.10(b) of the Indenture to all Holders and, to the extent the Company Issuer or another Restricted Subsidiary elects, to all Holders of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds at an offer price in respect of the Notes in an amount equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to, but not including, the date of purchase, in accordance with Section 3.09 of the Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, and in minimum denominations of [●] €100,000 and in integral multiples of [●] €1,000 in excess thereof.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, unless the Company Issuer has unconditionally exercised its right to redeem all the Notes pursuant to Section 3.07 of the Indenture or all conditions to such redemption have been satisfied or waived, each Holder shall have the right to require the Company Issuer to purchase all or part (equal to [●] £100,000 or an integral multiple of [●] £1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). No later than 60 days following any Change of Control, the Company Issuer shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as set forth in the Indenture. (b) In the event of an Asset Disposition that requires the purchase of Notes pursuant to Section 4.10 of the Indenture, the Company Issuer shall be required to make an Asset Disposition Offer pursuant to Sections 3.09 and 4.10(b) of the Indenture to all Holders and, to the extent the Company Issuer or another Restricted Subsidiary elects, to all Holders of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds at an offer price in respect of the Notes in an amount equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to, but not including, the date of purchase, in accordance with Section 3.09 of the Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, and in minimum denominations of [●] £100,000 and in integral multiples of [●] £1,000 in excess thereof.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, unless the Company has unconditionally exercised its right to redeem all the Notes pursuant to Section 3.07 of the Indenture or all conditions to such redemption have been satisfied or waived, each Holder shall of Notes will have the right to require the Company to purchase repurchase all or any part (equal to [●] $1,000 or an integral multiple of [●] in excess thereof) of such Holder’s 's Notes pursuant to the offer described in Section 4.14 of the Indenture (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 60 days following any Change of Control, the Company will, or will cause the Trustee to, mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or the Restricted Subsidiary, as the case may be, shall apply the Net Proceeds, at its option (or to the extent the Company is required to apply the Net Proceeds pursuant to the terms of the New Credit Facility), to (a) repay or purchase Senior Indebtedness or Pari Passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary, as the case may be, provided that, if the Company shall so repay or purchase Pari Passu Indebtedness of the Company; (i) it will equally and ratably reduce Indebtedness under the Notes if the Notes are then redeemable; or (ii) if the Notes may not then be redeemed, the Company shall make an offer, in accordance with the procedures set forth in the Indenture, to all Holders of Notes to purchase at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, the Notes that would otherwise be redeemed; or (b) (i) an investment in property, the making of a capital expenditure or the acquisition of assets that are used or useful in a Permitted Business; or (ii) the acquisition of Capital Stock of any Person primarily engaged in a Permitted Business if (x) as a result of the acquisition by the Company or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary; or (y) the Investment in that Capital Stock is permitted by clause (6) of the definition of Permitted Investments. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Indebtedness or otherwise invest those Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be required to make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereonand Liquidated Damages, if any, thereon to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). No later than 60 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as set forth in the Indenture. (b) In the event of an Asset Disposition that requires the purchase of Notes pursuant to Section 4.10 of the Indenture, the Company shall be required to make an Asset Disposition Offer pursuant to Sections 3.09 and 4.10(b) of the Indenture to all Holders and, to the extent the Company or another Restricted Subsidiary elects, to all Holders of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds at an offer price in respect of the Notes in an amount equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to, but not including, the date of purchase, in accordance with Section 3.09 the procedures set forth in this Indenture. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof in connection with an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased as set forth under Sections 3.02 and 3.03 of the Indenture or Indenture. Upon completion of such offer to purchase, the agreements governing amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the Pari Passu Indebtedness, as applicable, and in minimum denominations subject of [●] and in integral multiples an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of [●] in excess thereofHolder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. So long as any of the Notes are outstanding, (a) Upon At the occurrence option of a Change of Controlthe Holder thereof, unless from February 28, 2009 until December 15, 2011, Notes shall be purchased by the Company has unconditionally exercised its right to redeem all the Notes pursuant to Section 3.07 (each date of the Indenture or all conditions to such redemption have been satisfied or waivedpurchase, each Holder shall have the right to require the Company to purchase all or part (equal to [●] or an integral multiple of [●] in excess thereofa “Purchase Date”) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereofof the Notes, plus accrued and unpaid interest thereon, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date Notes to receive interest due on (but excluding) the relevant Interest Payment Dateapplicable Purchase Date (the “Purchase Price”). No later than 60 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as set forth in the Indenture. (b) In the event of an Asset Disposition that requires the purchase Purchases of Notes hereunder shall be made upon: (i) delivery to the Company and the Paying Agent by the Holder of the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed (a “Purchase Notice”) at any time from the opening of business on the date that is 60 days prior to the applicable Purchase Date until the close of business on the 30th day prior to the applicable Purchase Date; and (ii) delivery of the Notes to be purchased to the Paying Agent prior to the third Business Day preceding the applicable Purchase Date (together with any necessary endorsements) at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of Purchase Price therefore; provided, however, that such Purchase Price shall be so paid only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice, as determined by the Company. (c) The Purchase Notice given by each Holder electing to have the Company purchase some or all of the Notes held by such Holder must state: (i) the certificate numbers of the Holder’s Notes to be delivered for purchase (or, if the Notes are not certificated, such other identification necessary to comply with the procedures of the Depositary); (ii) the portion of the principal amount of Notes to be purchased, which must be $1,000 or an integral multiple of $1,000; and (iii) that the Notes are to be purchased by the Company pursuant to the terms and conditions specified in this Section 4.10 4.15. (d) Notwithstanding anything herein to the contrary, if any Holder delivering a Purchase Notice wishes to withdraw such Purchase Notice it may request such withdrawal by delivering, at any time prior to the close of business on the second Business Day preceding the Purchase Date, a request for such withdrawal by facsimile transmission or a written request of withdrawal to the Company and the Paying Agent. The Company shall have the right to approve all such withdrawal requests. The request will specify: (i) the name of the Holder; (ii) the principal amount of Notes being withdrawn; (iii) the certificate numbers of the Notes being withdrawn (or, if the Notes are not certificated, such withdrawal notice must comply with the procedures of the Depositary); and (iv) the principal amount, if any, of the Notes that remain subject to the Purchase Notice (which number must be $1,000 or an integral multiple of $1,000). The Company shall advise the Paying Agent if the Company approves any such request. (e) The Company shall to the extent applicable: (i) comply with the provisions of Rule 14e-1 and any other tender offer rules under the Exchange Act which may then be applicable; and (ii) otherwise comply with all applicable securities laws. To the extent that the provisions of any applicable securities laws or regulations conflict with the provisions of this Indenture relating to such purchase, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance. (f) The Company shall (i) accept for payment Notes or portions thereof validly tendered pursuant to the Purchase Notice, (ii) deposit with the Paying Agent (no later than 10:00 a.m. New York City time on the Purchase Date) money, in immediately available funds, sufficient to pay the Purchase Price of all Notes or portions thereof so tendered and accepted and (iii) deliver, or direct the Paying Agent to deliver, to the Trustee the Notes so accepted together with an Officers’ Certificate setting forth the Notes or portions thereof tendered to and accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to the Holders of Notes so accepted payment in an amount in money in immediately available funds equal to the Purchase Price, and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note equal in principal amount to any unpurchased portion to the Notes surrendered; provided that each such new Note shall be issued in an original principal amount in denominations of $1,000 and integral multiples thereof. Any Notes not validly tendered and not accepted by the Company shall be promptly mailed or delivered by the Company to the Holder thereof. (g) With respect to each Note for which a Purchase Notice has been given, if the Paying Agent holds money in immediately available funds sufficient to pay the Purchase Price on the Business Day following the applicable Purchase Date, in accordance with the terms of the Indenture, then immediately after the Company shall be required Purchase Date interest on such Note will cease to make an Asset Disposition Offer pursuant accrue, whether or not such Note is delivered to Sections 3.09 and 4.10(b) the Paying Agent. Thereafter, all other rights of the Indenture Holder shall terminate, other than the right to all Holders and, to receive the extent the Company or another Restricted Subsidiary elects, to all Holders Purchase Price upon delivery of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds at an offer price in respect of the Notes in an amount equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to, but not including, the date of purchase, in accordance with Section 3.09 of the Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, and in minimum denominations of [●] and in integral multiples of [●] in excess thereofNote.

Repurchase at Option of Holder. (a) Upon the occurrence of If a Change of Controlin Control occurs prior to the Stated Maturity, unless the Company has unconditionally exercised its right to redeem all the Notes pursuant to Section 3.07 of the Indenture or all conditions to such redemption have been satisfied or waived, each a Holder shall have the right right, at such Holder’s option and subject to the terms and conditions of the Indenture, to require the Company to purchase repurchase all or part (equal to [●] or an integral multiple of [●] in excess thereof) any of such Holder’s Notes at having a purchase price principal amount equal to $1,000 or an integral multiple thereof on the date (the “Change in Control Purchase Date”) specified by the Company in the Company Notice (which date shall be no earlier than 15 days and no later than 35 days after the date of such Company Notice) for cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). No later than 60 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as set forth in the Indenture. (b) In the event of an Asset Disposition that requires the purchase of Notes pursuant to Section 4.10 of the Indenture, the Company shall be required to make an Asset Disposition Offer pursuant to Sections 3.09 and 4.10(b) of the Indenture to all Holders and, to the extent the Company or another Restricted Subsidiary elects, to all Holders of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds at an offer price in respect of the Notes in an amount equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount thereof of the Notes to be repurchased plus accrued and unpaid interest thereonaccrued thereon to but excluding the Change in Control Purchase Date (the “Change in Control Purchase Price”). (b) On November 15, if any2015, toNovember 15, 2020, November 15, 2025, November 15, 2030 and November 15, 2035 (each, a “Purchase Date”), a Holder shall have the right, at such Holder’s option and subject to the terms and conditions of the Indenture, to require the Company to repurchase all or any of such Holder’s Notes having a principal amount equal to $1,000 or an integral multiple thereof for cash equal to 100% of the principal amount of the Notes to be repurchased plus unpaid interest accrued thereon to but not including, excluding the date Purchase Date (the “Purchase Price”). (c) Holders have the right to withdraw any Purchase Notice or Change in Control Purchase Notice by delivery to the Paying Agent of purchasea written notice of withdrawal in accordance with the provisions of the Indenture. (d) If the Paying Agent holds, in accordance with Section 3.09 the terms of the Indenture Indenture, money sufficient to pay the Purchase Price or Change in Control Purchase Price of such Notes on the agreements governing the Pari Passu IndebtednessPurchase Date or Change in Control Purchase Date, as applicablethe case may be, then, on and after such date, such Notes shall cease to be Outstanding and interest on such Notes shall cease to accrue, and all other rights of the Holder shall terminate (other than the right to receive the Purchase Price or Change in minimum denominations Control Purchase Price upon delivery or transfer of [●] and in integral multiples of [●] in excess thereofthe Notes).

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, unless the Company has unconditionally exercised its right shall be required to redeem all the Notes pursuant make an offer (a "Change of Control Offer") to Section 3.07 of the Indenture or all conditions to such redemption have been satisfied or waived, each Holder shall have the right to require the Company to purchase repurchase all or any part (equal to [●] $1,000 or an integral multiple of [●] in excess thereof) of such each Holder’s 's Notes at a purchase price in cash Purchase Price equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchase (subject to repurchase, in accordance with the right of Holders of record on procedures set forth in the relevant record date to receive interest due on the relevant Interest Payment Date)Indenture. No later than 60 Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as set forth in required by the Indenture. (b) In On the event of 366th day after an Asset Disposition that requires Sale or such earlier date, if any, as the purchase Board of Notes pursuant Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the IndentureIndenture (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a "Net Proceeds Offer Amount") shall be applied by the Company shall be required or such Restricted Subsidiary to make an Asset Disposition Offer pursuant offer to Sections 3.09 and 4.10(bpurchase (the "Net Proceeds Offer") of the Indenture to all Holders andon a Purchase Date not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, to the extent the Company or another Restricted Subsidiary elects, to from all Holders of other outstanding Pari Passu Indebtednesspro rata, to purchase the maximum principal that amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds at an offer price in respect of the Notes in an amount equal to (andpurchased, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to, but not including, to the date of purchase. (c) Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in accordance with Section 3.09 the Indenture. Upon receiving notice of the Indenture Net Proceeds Offer, Holders may elect to tender their Notes in whole or the agreements governing the Pari Passu Indebtedness, as applicable, and in minimum denominations of [●] and part in integral multiples of [●] $1,000 in excess thereofexchange for cash. To the extent Holders properly tender properly tender such Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the tendered will be purchased pro rata based on the aggregate amounts of Notes tendered (and the Trustee shall select the tendered Notes of tendering Holders pro rata based on the amount of Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, unless the Company has unconditionally exercised its right Issuers shall be required to redeem all the Notes pursuant make an offer (a “Change of Control Offer”) to Section 3.07 of the Indenture or all conditions to such redemption have been satisfied or waived, each Holder shall have the right to require the Company to purchase repurchase all or any part (equal to [●] $1,000 or an integral multiple of [●] in excess thereof) of such each Holder’s Notes at a purchase price in cash Purchase Price equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest thereonand additional interest, if any, to the date of purchase (subject to repurchase, in accordance with the right of Holders of record on procedures set forth in the relevant record date to receive interest due on the relevant Interest Payment Date)Indenture. No later than 60 Within 30 days following any Change of Control, the Company Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as set forth in required by the Indenture. (b) In Except as otherwise provided in the event of Indenture, on the 361st day after an Asset Disposition that requires the purchase Sale (a “Net Proceeds Offer Trigger Date”), such aggregate amount of Notes pursuant to Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clause (3) of Section 4.10 of the IndentureIndenture (each, the Company a “Net Proceeds Offer Amount”) shall be required applied by ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary to allow the Issuers to make an Asset Disposition Offer pursuant offer to Sections 3.09 and 4.10(bpurchase (the “Net Proceeds Offer”) of the Indenture to all Holders and, to the extent required by the Company or another Restricted Subsidiary elects, to all Holders terms of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds at an offer price in respect of the Notes in an amount equal to (and, in the case of any Pari Passu Indebtedness, an offer price to purchase to all holders of no such Pari Passu Indebtedness, on a Purchase Date not less than 30 nor more thanthan 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of any such Pari Passu Indebtedness) 100% on a pro rata basis, that amount of the principal amount thereof Notes (and Pari Passu Indebtedness) to be purchased, plus accrued and unpaid interest thereon, if any, to, but not including, to the date of purchase. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in accordance with Section 3.09 the Indenture. Upon receiving notice of the Indenture Net Proceeds Offer, Holders may elect to tender their Notes in whole or the agreements governing the Pari Passu Indebtedness, as applicable, and in minimum denominations of [●] and part in integral multiples of [●] $1,000 in excess thereofexchange for cash. To the extent Holders properly tender Notes and holders of Pari Passu Indebtedness properly tender such Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes and Pari Passu Indebtedness will be purchased on a pro rata basis based on the aggregate amounts of Notes and Pari Passu Indebtedness tendered (and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis based on the amount of Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, unless the Company has unconditionally exercised its right to redeem all the Notes pursuant to Section 3.07 of the Indenture or all conditions to such redemption have been satisfied or waived, each Holder shall of Euro Notes will have the right to require the Company to purchase all or any part (equal to [●] Euro]1,000 or an integral multiple of [●] in excess thereof) of such Holder’s ▇▇▇▇▇▇'s Euro Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase price in cash equal to 101% of the aggregate principal amount thereof, thereof (the "Change of Control Payment") plus accrued and unpaid interest thereon, if any, thereon to the date of purchase (subject to the right of Holders of record on the relevant record date Record Date to receive interest due on the relevant Interest Payment Date). No later than 60 Within 30 days following any Change of Control, the Company shall will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as set forth in required by the Indenture. (b) In the event The Company shall not, and shall not permit any of an its Restricted Subsidiaries to, directly or indirectly, consummate any Asset Disposition that requires the purchase of Notes pursuant to Section 4.10 of the IndentureSale, unless (i) the Company shall be required (or such Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to make the fair market value (as determined in good faith by the Board of Directors (including as to the value of all noncash consideration) and set forth in an Asset Disposition Offer pursuant Officer's Certificate delivered to Sections 3.09 and 4.10(bthe Trustee) of the Indenture to all Holders andassets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor is in the form of cash and/or Cash Equivalents or Telecommunications Assets, and (iii) the Net Cash Proceeds received by the Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale are applied within 360 days following the receipt of such Net Cash Proceeds, to the extent the Company (or another such Restricted Subsidiary, as the case may be) elects, (a) to the permanent redemption or repurchase of outstanding Indebtedness (other than Subordinated Indebtedness) that is secured Indebtedness (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount) or Indebtedness of the Company or such Restricted Subsidiary electsthat ranks equally with the Notes but has a maturity date that is prior to the maturity date of the Notes and/or (b) to reinvest such Net Cash Proceeds (or any portion thereof) in Telecommunications Assets. Notwithstanding anything herein to the contrary, with respect to the reinvestment of Net Cash Proceeds, only proceeds from an Asset Sale of assets, or Equity Interests, of a Foreign Subsidiary may be used to retire Indebtedness of a Foreign Subsidiary or reinvest in assets or Equity Interests of a Foreign Subsidiary. The balance of such Net Cash Proceeds, after the application of such Net Cash Proceeds as described in the immediately preceding clauses (a) and (b), shall constitute "Excess Proceeds." (c) When the aggregate amount of Excess Proceeds equals or exceeds $15.0 million (taking into account income earned on such Excess Proceeds), the Company will be required to make a pro rata offer to all Holders of other outstanding Pari Passu Indebtedness, Notes and PARI PASSU Indebtedness with comparable provisions requiring such Indebtedness to be purchased with the proceeds of such Asset Sale (an "Asset Sale Offer") to purchase the maximum principal amount or accreted value in the case of Indebtedness issued with an original issue discount of Notes and any such Pari Passu PARI PASSU Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds Proceeds, at an offer a purchase price in respect of the Notes cash in an amount equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount thereof or the accreted value thereof, as applicable, plus accrued and unpaid interest thereon, if any, to, but not including, thereon to the date of purchasepurchase (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), in accordance with Section 3.09 the procedures set forth in Article 3 of the Indenture or and the agreements governing such PARI PASSU Indebtedness. To the Pari Passu extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and PARI PASSU Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and PARI PASSU Indebtedness to be purchased on a pro rata basis in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness. Upon completion, as applicableof such Asset Sale Offer, and in minimum denominations the amount of [●] and in integral multiples Excess Proceeds shall be reset at zero for purposes of [●] in excess thereofthe first sentence of this paragraph.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, unless the Company has unconditionally exercised its right Issuers shall be required to redeem all the Notes pursuant make an offer (a “Change of Control Offer”) to Section 3.07 of the Indenture or all conditions to such redemption have been satisfied or waived, each Holder shall have the right to require the Company to purchase repurchase all or any part (equal to [●] $1,000 or an integral multiple of [●] in excess thereof) of such each Holder’s Notes at a purchase price in cash Purchase Price equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchase (subject to repurchase, in accordance with the right of Holders of record on procedures set forth in the relevant record date to receive interest due on the relevant Interest Payment Date)Indenture. No later than 60 Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as set forth in required by the Indenture. (b) In Pending the event final application of such Net Cash Proceeds, the Company may temporarily reduce borrowings under any Credit Facility or any other revolving credit facility, if any. On the 366th day after an Asset Disposition that requires Sale or such earlier date, if any, as the purchase Board of Notes pursuant Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the IndentureIndenture (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the Company Indenture (each, a “Net Proceeds Offer Amount”) shall be required applied by the Issuers or such Restricted Subsidiary to make an Asset Disposition Offer pursuant offer to Sections 3.09 and 4.10(bpurchase (the “Net Proceeds Offer”) of the Indenture to all Holders and, to the extent required by the Company or another Restricted Subsidiary elects, to all Holders of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds at an offer price in respect of the Notes in an amount equal to (and, in the case terms of any Pari Passu Indebtedness, an offer to purchase to all holders of such Pari Passu Indebtedness, on a date (the “Net Proceeds Offer Payment Date”) not less the 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of any such Pari Passu Indebtedness) on a pro rata basis, that amount of Notes (and Pari Passu Indebtedness) equal to the Net Proceeds Offer Amount at a price of no more than) equal to 100% of the principal amount thereof of the Notes (and Pari Passu Indebtedness) to be purchased, plus accrued and unpaid interest thereon, if any, to, but not including, to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Issuers or any Restricted Subsidiary of the Issuers, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder as of the date of such conversion or disposition and the Net Cash Proceeds thereof shall be applied in accordance with Section 3.09 this covenant. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Indenture Net Proceeds Offer, Holders may elect to tender their Notes in whole or the agreements governing the Pari Passu Indebtedness, as applicable, and in minimum denominations of [●] and part in integral multiples of [●] $1,000 in excess thereofexchange for cash. To the extent Holders properly tender Notes and holders of Pari Passu Indebtedness properly tender such Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes and Pari Passu Indebtedness will be purchased on a pro rata basis based on aggregate amounts of Notes and Pari Passu Indebtedness tendered (and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis based on the amount of Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. If any Net Cash Proceeds remain after the consummation of any Net Proceeds Offer, the Company may use those Net Cash Proceeds for any purpose not otherwise prohibited by the Indenture. Upon completion of each Net Proceeds Offer, the amount Net Cash Proceeds will be reset at zero.

Repurchase at Option of Holder. (a) Upon the occurrence of If a Change of Control, unless the Company has unconditionally exercised its right to redeem all the Notes pursuant to Section 3.07 of the Indenture or all conditions to such redemption have been satisfied or waivedControl occurs, each Holder of Notes shall have the right to require the Company to purchase repurchase all or any part (equal to [●] $1,000 or an integral multiple of [●] in excess thereof) of such that Holder’s 's Notes pursuant to an offer by the Company (a "CHANGE OF CONTROL OFFER") at an offer price (a purchase price "CHANGE OF CONTROL PAYMENT") in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereonand Liquidated Damages, if any, thereon, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date)purchase. No later than 60 Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as set forth and offering to repurchase Notes on a date specified in such notice (the "CHANGE OF CONTROL PAYMENT DATE"), which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) On or prior to the 366th day following the receipt of any Net Proceeds from an Asset Sale, the Company or such Restricted Subsidiary may apply such Net Proceeds at its option: (1) to repay or prepay (x) Indebtedness secured by such assets, (y) Indebtedness under the Credit Agreement or (z) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor (to the extent of the value of the assets of such Restricted Subsidiary); (2) to purchase Replacement Assets or make a capital expenditure (or enter into a legally binding agreement to do so) that is used or useful in a Permitted Business; or (3) any combination of the foregoing. Pending the final application of any such Net Proceeds, the Company or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. (bc) In Any Net Proceeds from Asset Sales that are not applied or invested as provided in the event preceding paragraph shall constitute "EXCESS PROCEEDS." Within 10 days after the aggregate amount of an Asset Disposition that requires the purchase of Notes pursuant to Section 4.10 of the IndentureExcess Proceeds exceeds $15.0 million, the Company shall be required to make an Asset Disposition Offer pursuant to Sections 3.09 and 4.10(boffer (an "ASSET SALE OFFER") of the Indenture to all Holders and, to the extent the Company or another Restricted Subsidiary elects, to all Holders of Notes and all holders of other outstanding Pari Passu IndebtednessIndebtedness that is pari passu with the Notes or any Note Guarantee containing provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and any such Pari Passu other pari passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in respect of the Notes in an amount any Asset Sale Offer shall be equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount thereof of the Notes and such other pari passu Indebtedness plus accrued and unpaid interest thereonand Liquidated Damages, if any, toon the Notes and any pari passu Indebtedness, but not including, to the date of purchase, and shall be payable in accordance with Section 3.09 cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Indenture or Company may use such Excess Proceeds for any purpose not otherwise prohibited by the agreements governing Indenture. If the Pari Passu aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness shall be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness, as applicable, and in minimum denominations of [●] and in integral multiples of [●] in excess thereof.

Repurchase at Option of Holder. (a) Upon the occurrence of If a Change of Control, unless the Company has unconditionally exercised its right to redeem all the Notes pursuant to Section 3.07 of the Indenture or all conditions to such redemption have been satisfied or waivedControl occurs, each Holder of Notes shall have the right to require the Company Issuer to purchase repurchase all or any part (equal to [●] $2,000 or an integral multiple of [●] $1,000 in excess thereof) of such that Holder’s Notes pursuant to an offer by the Issuer (a “Change of Control Offer”) at an offer price (a purchase price “Change Of Control Payment”) in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereonand Additional Interest, if any, thereon, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date)purchase. No later than 60 30 days following any Change of Control, the Company Issuer shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as set forth and offering to repurchase Notes on a date (the “Change Of Control Payment Date”) specified in such notice, which shall be no earlier than 30 days and no later than 60 days from the Indenturedate such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) In Within 365 days after the event receipt of any Net Proceeds from an Asset Disposition Sale, the Issuer or Restricted Subsidiary of the Issuer, as applicable, may apply such Net Proceeds at its option: to repay (A) Indebtedness ranking pari passu with the Notes that requires is secured by assets of the Issuer or its Restricted Subsidiaries (to the extent of the value of the assets securing such Indebtedness), (B) Obligations under the Credit Agreement or (C) Indebtedness of the Issuer’s Restricted Subsidiaries); or to purchase Replacement Assets. Pending the final application of Notes any such Net Proceeds, the Issuer or such Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. On the 366th day after an Asset Sale or such earlier date, if any, as the Issuer determines not to apply the Net Proceeds relating to such Asset Sale as set forth in Section 4.10(b) (each such date being referred as an “Excess Proceeds Trigger Date”), such aggregate amount of Net Proceeds that has not been applied on or before the Excess Proceeds Trigger Date as permitted pursuant to Section 4.10 of the Indenture, the Company 4.10(b) (“Excess Proceeds”) shall be required applied by the Issuer to make an offer (an “Asset Disposition Offer pursuant to Sections 3.09 and 4.10(bSale Offer”) of the Indenture to all Holders and, to the extent the Company or another Restricted Subsidiary elects, to all Holders of Notes and all holders of other outstanding Pari Passu IndebtednessIndebtedness that is pari passu with the Notes or any Guarantee of the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and any such Pari Passu other pari passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in respect of the Notes in an amount equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to, but not including, the date of purchase, in accordance with Section 3.09 of the Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, and in minimum denominations of [●] and in integral multiples of [●] in excess thereof.Asset

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, unless the Company has unconditionally exercised its right to redeem all the Notes pursuant to Section 3.07 of the Indenture or all conditions to such redemption have been satisfied or waived, each Holder shall of Notes will have the right to require the Company to purchase repurchase all or any part (equal to [●] $1,000 or an integral multiple of [●] in excess thereof) of such Holder’s 's Notes pursuant to the offer described in Section 4.14 of the Indenture (the "CHANGE OF CONTROL OFFER") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of repurchase (the "CHANGE OF CONTROL PAYMENT"). Within 90 days following any Change of Control, the Company will (or will cause the Trustee to) mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or Restricted Subsidiary, as the case may be, shall apply such Net Proceeds, at its option (or the extent the Company is required to apply such Net Proceeds pursuant to the terms of the New Credit Facility), to (a) repay or repurchase Senior Indebtedness or Pari Passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary, as the case may be, PROVIDED that, if the Company shall so repay or purchase Pari Passu Indebtedness of the Company, it will equally and ratably reduce Indebtedness under the Notes if the Notes are then A1-R-2 redeemable, or, if the Notes may not then be redeemed, the Company shall make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders of Notes to purchase at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, the Notes that would otherwise be redeemed, or (b) an investment in property, the making of a capital expenditure or the acquisition of assets that are used or useful in a Permitted Business, or Capital Stock of any Person primarily engaged in a Permitted Business if (i) as a result of the acquisition by the Company or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary or (ii) the Investment in such Capital Stock is permitted by clause (f) of the definition of Permitted Investments. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Indebtedness or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "EXCESS PROCEEDS". When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will be required to make an offer to all Holders of Notes (an "ASSET SALE OFFER") to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereonand Liquidated Damages, if any, thereon to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). No later than 60 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as set forth in the Indenture. (b) In the event of an Asset Disposition that requires the purchase of Notes pursuant to Section 4.10 of the Indenture, the Company shall be required to make an Asset Disposition Offer pursuant to Sections 3.09 and 4.10(b) of the Indenture to all Holders and, to the extent the Company or another Restricted Subsidiary elects, to all Holders of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds at an offer price in respect of the Notes in an amount equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to, but not including, the date of purchase, in accordance with Section 3.09 the procedures set forth in the Indenture. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof in connection with an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased as set forth in Sections 3.02 and 3.03 of the Indenture or Indenture. Upon completion of such offer to purchase, the agreements governing amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the Pari Passu Indebtedness, as applicable, and in minimum denominations subject of [●] and in integral multiples an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of [●] in excess thereofHolder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of (i) a Change of ControlControl and (ii) repayment in full of all Obligations under the New Credit Facility (and subject, unless if and to the Company has unconditionally exercised its right extent that any Notes are held by an Affiliate of Holdco, to redeem all the Notes pursuant to Section 3.07 requirements of the Indenture or all conditions to such redemption have been satisfied or waivedHoldco Note Indenture), each Holder shall of Notes will have the right to require the Company to purchase repurchase all or any part (equal to [●] or an integral multiple a minimum of [●] in excess thereof$1,000 Principal Amount at Maturity) of such Holder’s 's Notes pursuant to the offer described in Section 4.14 of the Indenture (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to Accreted Value thereof at the date of purchase repurchase (subject to the right "Change of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment DateControl Payment"). No later than 60 Within 90 days following any Change of Control, the Company shall will (or will cause the Trustee to) mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as set forth and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the Indenturedate such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) In Within 365 days after the event receipt of any Net Proceeds from an Asset Disposition that requires Sale, Holdco or a Restricted Subsidiary of Holdco, as the purchase of Notes pursuant to Section 4.10 of the Indenturecase may be, the Company shall be required to make an Asset Disposition Offer pursuant to Sections 3.09 and 4.10(b) of the Indenture to all Holders andapply such Net Proceeds, at its option (or to the extent the Company or another Holdco is required to apply such Net Proceeds pursuant to the terms of the New Credit Facility or, as long as and to the extent the Notes are held by an Affiliate of Holdco, the Holdco Notes Indenture), to (a) (i) repay Indebtedness under the New Credit Facility or (ii) repay or repurchase Pari Passu Indebtedness of the Company or any Guarantor, any Indebtedness of any Restricted Subsidiary electsof Holdco that is not a Guarantor and, so long as and to the extent the Notes are held by an Affiliate of Holdco, the Holdco Notes (but only to the extent required under the Holdco Note Indenture), as the case may be, provided that, if the Company or any Guarantor shall so repay or purchase Pari Passu Indebtedness of the Company or such Guarantor, it will equally and ratably reduce Indebtedness under the Notes and the Note Guarantee if the Notes are then redeemable, or, if the Notes may not then be redeemed, the Company shall make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders of other outstanding Pari Passu Indebtedness, Notes to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds at an offer a purchase price in respect of the Notes in an amount equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to, but not including, Accreted Value of the Notes at the date of purchase, in accordance with Section 3.09 of the Indenture or the agreements governing the Pari Passu IndebtednessNotes that would otherwise be redeemed, as applicable, and in minimum denominations of [●] and in integral multiples of [●] in excess thereof.or

Repurchase at Option of Holder. (a) Upon the occurrence of If a Change of Control, unless the Company has unconditionally exercised its right to redeem all the Notes pursuant to Section 3.07 of the Indenture or all conditions to such redemption have been satisfied or waivedControl occurs, each Holder of Notes shall have the right to require the Company to purchase repurchase all or any part (equal to [●] $1,000 or an integral multiple of [●] in excess thereof) of such that Holder’s 's Notes pursuant to an offer by the Company (a "CHANGE OF CONTROL OFFER") at an offer price (a purchase price "CHANGE OF CONTROL PAYMENT") in cash equal to 101% of the aggregate principal amount thereof, thereof plus accrued and unpaid interest thereonand Liquidated Damages, if any, thereon, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date)purchase. No later than 60 Within 30 days following any Change of Control, the Company shall mail a notice to each Holder setting forth describing the procedures governing transaction or transactions that constitute the Change of Control Offer as set forth and offering to repurchase Notes on a date specified in such notice (the "CHANGE OF CONTROL PAYMENT DATE"), which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) On or prior to the 366th day following the receipt of any Net Proceeds from an Asset Sale, the Company or such Restricted Subsidiary may apply such Net Proceeds at its option: (1) (A) to repay or prepay Senior Debt or (B) in the case where the property or asset that was the subject of such Asset Sale is encumbered by a Lien of the type described in the definition of the term "Permitted Lien," repay the Permitted Indebtedness that was secured by such Lien; (2) to purchase Replacement Assets or make a capital expenditure (or enter into a legally binding agreement to do so) that is used or useful in a Permitted Business; or (3) any combination of the foregoing. Pending the final application of any such Net Proceeds, the Company or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. (bc) In Any Net Proceeds from Asset Sales that are not applied or invested as provided in the event preceding paragraph shall constitute "EXCESS PROCEEDS." Within 10 days after the aggregate amount of an Asset Disposition that requires the purchase of Notes pursuant to Section 4.10 of the IndentureExcess Proceeds exceeds $15.0 million, the Company shall be required to make an Asset Disposition Offer pursuant to Sections 3.09 and 4.10(boffer (an "ASSET SALE OFFER") of the Indenture to all Holders and, to the extent the Company or another Restricted Subsidiary elects, to all Holders of Notes and all holders of other outstanding Pari Passu IndebtednessIndebtedness that is pari passu with the Notes or any Note Guarantee containing provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and any such Pari Passu other pari passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds at an Proceeds. The offer price in respect of the Notes in an amount any Asset Sale Offer shall be equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount thereof of the Notes and such other pari passu Indebtedness plus accrued and unpaid interest thereonand Liquidated Damages, if any, toon the Notes and any pari passu Indebtedness, but not including, to the date of purchase, and shall be payable in accordance with Section 3.09 cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Indenture or Company may use such Excess Proceeds for any purpose not otherwise prohibited by the agreements governing Indenture. If the Pari Passu Indebtednessaggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, as applicablethe Notes and such other pari passu Indebtedness shall be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, and in minimum denominations the amount of [●] and in integral multiples of [●] in excess thereofExcess Proceeds shall be reset at zero.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, unless the Company has unconditionally exercised its right shall be required to redeem all the Notes pursuant make an offer (a "Change of Control Offer") to Section 3.07 of the Indenture or all conditions to such redemption have been satisfied or waived, each Holder shall have the right to require the Company to purchase repurchase all or any part (equal to [●] $1,000 or an integral multiple of [●] in excess thereof) of such each Holder’s 's Notes at a purchase price in cash Purchase Price equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchase (subject to repurchase, in accordance with the right of Holders of record on procedures set forth in the relevant record date to receive interest due on the relevant Interest Payment Date)Indenture. No later than 60 Within 30 days following any Change of Control, the Company shall mail send, by first class mail, a notice to each Holder setting forth the procedures governing the Change of Control Offer as set forth in required by the Indenture. (b) In On the event of 361st day after an Asset Disposition that requires Sale or such earlier date, if any, as the purchase Board of Notes pursuant Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the IndentureIndenture (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the Indenture (each, a "Net Proceeds Offer Amount") shall be applied by the Company shall be required or such Restricted Subsidiary to make an Asset Disposition Offer pursuant to Sections 3.09 and 4.10(b) of the Indenture to all Holders and, to the extent the Company or another Restricted Subsidiary elects, to all Holders of other outstanding Pari Passu Indebtedness, offer to purchase (the "Net Proceeds Offer") on a date not less than 45 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, the maximum principal amount of Notes and any other In- debtedness of the Company and the Guarantors that ranks pari passu in right of payment with the Notes or the Guarantees, as the case may be (to the extent required by the instrument governing such Pari Passu Indebtedness to which the Asset Disposition Offer applies other Indebtedness), that may be purchased out of the Excess Net Proceeds Offer Amount (an "Offer"). Any Notes and other Indebtedness to be purchased pursuant to an Offer shall be purchased pro rata based on the aggregate principal amount of Notes and such other Indebtedness outstanding and all Notes shall be purchased at an offer price in respect of the Notes cash in an amount equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount thereof thereof, plus accrued and unpaid interest thereon, if any, to, but not including, to the date of purchase. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in accordance with Section 3.09 the Indenture. Upon receiving notice of the Indenture Net Proceeds Offer, Holders may elect to tender their Notes in whole or the agreements governing the Pari Passu Indebtedness, as applicable, and in minimum denominations of [●] and part in integral multiples of [●] $1,000 in excess thereofexchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, Notes of tendering Holders will be purchased on a pro rata basis (based on amounts tendered). A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, unless the Company has unconditionally exercised its right Issuer will be required to redeem all the Notes pursuant make an offer (a “Change of Control Offer”) to Section 3.07 of the Indenture or all conditions to such redemption have been satisfied or waived, each Holder shall have the right to require the Company to purchase repurchase all or any part (equal to [●] $2,000 or an integral multiple of [●] $1,000 in excess thereof) of such that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereofof Notes repurchased, plus accrued and unpaid interest thereonand Additional Interest, if any, on the Notes repurchased to the date of purchase (purchase, subject to the right rights of Holders of record Notes on the relevant record date to receive interest due on the relevant Interest Payment DateDate (the “Change of Control Payment”). No later than 60 Within 30 days following any Change of Control, the Company shall Issuer will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as set forth in required by the Indenture. (b) In If, as of the event first day of any calendar month, the aggregate amount of Excess Proceeds totals at least $25 million, the Issuer must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase, from the Holders and, at the Issuer’s option, all holders of Pari Passu Debt containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets, the maximum principal amount of Notes and such Pari Passu Debt, if any, that may be purchased out of the Excess Proceeds. The offer price in any such Offer to Purchase shall be equal to or greater than the amount of Excess Proceeds and shall be calculated as follows: 100% of the principal amount (or accreted value, if applicable) of the Notes and such Pari Passu Debt, plus accrued and unpaid interest and Additional Interest, if any up to, but excluding, the date of purchase (subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date that occurs prior to the purchase date) and will be payable in cash. To the extent that any Excess Proceeds remain after consummation of an Asset Disposition that requires the purchase of Notes Offer to Purchase pursuant to Section 4.10 of the Indenture, the Company Parent and the Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture, and those Excess Proceeds shall be required no longer constitute “Excess Proceeds”. Holders of Notes that are the subject of an Offer to make Purchase will receive an Asset Disposition Offer pursuant to Sections 3.09 Purchase from the Issuer prior to any related purchase date and 4.10(b) may elect to have such Notes purchased by completing the form entitled “Option of the Indenture Holder to all Holders and, Elect Purchase” attached to the extent the Company or another Restricted Subsidiary elects, to all Holders of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds at an offer price in respect of the Notes in an amount equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to, but not including, the date of purchase, in accordance with Section 3.09 of the Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, and in minimum denominations of [●] and in integral multiples of [●] in excess thereofNotes.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, unless the Company has unconditionally exercised its right shall make an offer to redeem all the Notes pursuant Holders to Section 3.07 of the Indenture or repurchase all conditions to such redemption have been satisfied or waived, each Holder shall have the right to require the Company to purchase all or part (equal to [●] US$1,000 or an integral multiple of [●] in excess thereofUS$1,000) of such Holder’s 's Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereofof the Notes repurchased, plus accrued and unpaid interest thereon, if any, on the Notes repurchased to the purchase date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). No later than 60 days following any Change of Control, the Company shall mail a notice to each Holder setting forth in accordance with the procedures governing the Change of Control Offer as set forth in Section 3.09 of the Indenture. (b) In If the event of an Company or a Restricted Subsidiary consummates any Asset Disposition that requires Sales, it shall not be required to apply any Net Proceeds in accordance with the purchase of Indenture until the aggregate Excess Proceeds from all Asset Sales following the date the Notes pursuant to Section 4.10 of the Indentureare first issued exceeds US$35.0 million. Thereafter, the Company shall be required to make commence an Asset Disposition Sale Offer by applying the Excess Proceeds pursuant to Sections Section 3.09 and 4.10(b) of the Indenture to all Holders and, to the extent the Company or another Restricted Subsidiary elects, to all Holders of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and (including any such Pari Passu Indebtedness to which the Asset Disposition Offer applies Additional Notes) that may be purchased out of the Excess Proceeds at an offer price in respect of the Notes in an amount cash equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount thereof thereof, plus accrued and unpaid interest thereonand Special Interest, if any, to, but not including, to the date of purchase, Purchase Date in accordance with the procedures set forth in Section 3.09 of the Indenture Indenture. To the extent that the aggregate amount of Notes (including Additional Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Restricted Subsidiary) may apply such deficiency for any purpose not prohibited by the agreements governing Indenture. If the Pari Passu Indebtednessaggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, as applicable, and in minimum denominations of [●] and in integral multiples of [●] in excess thereofthe Trustee shall select the Notes to be purchased on a pro rata basis.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, unless the Company has unconditionally exercised its right shall be required to redeem all the Notes pursuant make an offer (a "Change of Control Offer") to Section 3.07 of the Indenture or all conditions to such redemption have been satisfied or waived, each Holder shall have the right to require the Company to purchase repurchase all or any part (equal to [●] $1,000 or an integral multiple of [●] in excess thereof) of such each Holder’s 's Notes at a purchase price in cash Purchase Price equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchase (subject to repurchase, in accordance with the right of Holders of record on procedures set forth in the relevant record date to receive interest due on the relevant Interest Payment Date)Indenture. No later than 60 Within 30 days following any Change of Control, the Company shall send by first-class mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as set forth in required by the Indenture. (b) In . On the event of 366th day after an Asset Disposition that requires Sale (the purchase "Net Proceeds Offer Trigger Date"), such aggregate amount of Notes pursuant to Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clause (1), (2) or (3) of paragraph (B) or as permitted by paragraph (E) of Section 4.10 of the IndentureIndenture (each, a "Net Proceeds Offer Amount") shall be applied by the Company shall be required to make an Asset Disposition offer to purchase (the "Net Proceeds Offer"), on a date (the "Net Proceeds Offer pursuant Payment Date") not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date (except to Sections 3.09 and 4.10(b) of the Indenture to extent a longer period is required by applicable law), from all Holders andon a pro rata basis, that amount of Notes equal to the Net Proceeds Offer Amount; provided, however, to the extent that such Excess Proceeds relate to an Asset Sale of assets or property that did not constitute Collateral at the Company or another Restricted Subsidiary electstime of such Asset Sale, the Net Proceeds Offer shall be for Notes and any other pari passu Indebtedness outstanding containing similar provisions requiring an offer to all Holders purchase such Indebtedness with the proceeds of other outstanding Pari Passu Indebtedness, sales of assets to purchase the maximum principal amount of Notes and any such Pari Passu other pari passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the such Excess Proceeds at an Proceeds. The offer price in respect of the Notes in an amount any Net Proceeds Offer will be equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount thereof of the Notes, plus accrued and unpaid interest and Additional Interest, if any, to the Net Proceeds Offer Payment Date. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes will be purchased on a pro rata basis based on the aggregate amounts of Notes tendered (and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis based on the amount of Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. The Company may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 million resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10.0 million, shall be applied as required above). Any Net Loss Proceeds from an Event of Loss with respect to Collateral with a fair market value in excess of $5.0 million that are not applied or invested as provided in the first sentence of paragraph (a) of Section 4.19 of the Indenture or that were not designated for investment in Subject Property in respect of a project that shall have been commenced, and for which binding contractual commitments shall have been entered into, on or prior to the 366th day after the Event of Loss (the "Loss Proceeds Offer Trigger Date") will be deemed to constitute "Excess Loss Proceeds." In accordance with the provisions of the Indenture, Excess Loss Proceeds shall be applied by the Company to make an offer to purchase (a "Loss Proceeds Offer") on a date (the "Loss Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Loss Proceeds Offer Trigger Date (except to the extent a longer period is required by applicable law), from all Holders on a pro rata basis, that amount of Notes equal to the Loss Proceeds Offer Amount at an offer price in cash in an amount equal to 100% of the principal amount of Notes to be purchased, plus accrued and unpaid interest thereon, if any, toto the Loss Proceeds Offer Payment Date. Each Loss Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Loss Proceeds Offer Trigger Date, but not includingwith a copy to the Trustee, and shall comply with the date of purchase, procedures set forth in accordance with Section 3.09 the Indenture. Upon receiving notice of the Indenture Loss Proceeds Offer, Holders may elect to tender their Notes in whole or the agreements governing the Pari Passu Indebtedness, as applicable, and in minimum denominations of [●] and part in integral multiples of [●] $1,000 in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Loss Proceeds Offer Amount, the tendered Notes will be purchased on a pro rata basis based on the aggregate amounts of Notes tendered (and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis based on the amount of Notes tendered). A Loss Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. The Company may defer the Loss Proceeds Offer until there is an aggregate unutilized Loss Proceeds Offer Amount equal to or in excess thereofof $5.0 million resulting from one or more Events of Loss (at which time, the entire unutilized Loss Proceeds Offer Amount, and not just the amount in excess of $5.0 million, shall be applied as required above).

Repurchase at Option of Holder. (ai) Upon the occurrence of If there is a Change of Control, unless the Company has unconditionally exercised its right shall be required to redeem all the Notes pursuant to Section 3.07 of the Indenture or all conditions to such redemption have been satisfied or waived, each Holder shall have the right to require the Company offer to purchase on the Change of Control Payment Date all or part (equal to [●] or an integral multiple of [●] in excess thereof) of such Holder’s outstanding Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date Change of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Control Payment Date). No later than 60 Within ten days following any Change of Control, the Company shall mail a notice to each Holder. Each Holder setting forth may elect to have such Notes purchased by completing the procedures governing the Change form entitled "Option of Control Offer as set forth in the IndentureHolder to Elect Purchase" appearing below. (ii) If the Company or a Restricted Subsidiary consummates an Asset Sale, the Company or Restricted Subsidiary, as applicable, may apply the Net Proceeds therefrom (a) to permanently reduce Senior Indebtedness (other than the Notes or obligations of a Special Purpose Entity) of the Company or of any Restricted Subsidiary, or (b) In to (i) an Investment (other than in Receivables that, at the event time of an Asset Disposition that requires purchase, are not Eligible Receivables), or (ii) the purchase of Notes pursuant Receivables that are, at the time of purchase, Eligible Receivables (including payment of Dealer Participations), or (iii) the making of any capital expenditure, or (iv) the acquisition of any other tangible assets, in each case, in or with respect to Section 4.10 a Permitted Business. Pending the final application of any such Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce the principal obligations outstanding under any Warehouse Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not so applied or invested will be deemed to constitute "EXCESS PROCEEDS." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall be required to make an Asset Disposition Offer pursuant to Sections 3.09 and 4.10(b) of the Indenture to all Holders and, to the extent the Company or another Restricted Subsidiary elects, offer to all Holders of other Senior Term Notes (a "Senior Term Note Asset Sale Offer") to purchase the maximum principal amount of Senior Term Notes that may be purchased out of the Excess Proceeds. To the extent that, following such Senior Term Note Asset Sale Offer, any Excess Proceeds remain (any such remaining Excess Proceeds, the "REMAINING EXCESS PROCEEDS"), the Company shall be required to make an offer (pro rata in proportion to the principal amount (or accreted value, if applicable) outstanding Pari Passu Indebtednessin respect of any PARI PASSU Indebtedness incurred in accordance with the Indenture, the terms of which Indebtedness require an asset sale offer) to all Holders of Notes (an "ASSET SALE OFFER") to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Remaining Excess Proceeds Proceeds, at an offer price in respect of the Notes cash in an amount equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to, but not including, thereon to the date of purchase. Notwithstanding the foregoing, if any Excess Spread or interest therein is sold or otherwise conveyed or disposed of in accordance with Section 3.09 an Asset Sale and, immediately thereafter, Finance Income Receivable relating to the remaining aggregate Excess Spread not sold, conveyed or disposed of pursuant to such transaction (the "REMAINING FINANCE INCOME RECEIVABLE") would be less than Minimum Finance Income Receivable, the Company shall be required to make a Senior Term Note Asset Sale Offer in the amount by which the Remaining Finance Income Receivable is less than Minimum Finance Income Receivable (the "FIR OFFER AMOUNT"), without regard to the application of the Indenture Net Proceeds of such sale by the Company pursuant to clause (a) or (b) above. To the agreements governing extent that, following such Senior Term Note Asset Sale Offer, any of the Pari Passu IndebtednessFIR Offer Amount set aside for such Senior Term Note Asset Sale Offer remains (any such amount, as applicablethe "REMAINING FIR OFFER AMOUNT"), the Company shall be required to make an Asset Sale Offer in the amount of the Remaining FIR Amount; PROVIDED, that any Asset Sale Offer made pursuant to this sentence shall be at an offer price of 101% of the principal amount of the Notes plus accrued and in minimum denominations unpaid interest thereon to the date of [●] and in integral multiples the purchase. The Company shall mail a notice to each Holder when it is required to make an Asset Sale Offer. Holders may elect to have such Notes purchased by completing the form entitled "Option of [●] in excess thereofHolder to Elect Purchase" appearing below.

Repurchase at Option of Holder. (a) Upon the occurrence of a Change of Control, unless the Company has unconditionally exercised its right to redeem all the Notes pursuant to Section 3.07 of the Indenture or all conditions to such redemption have been satisfied or waived, each Holder shall of Notes will have the right to require the Company to purchase repurchase all or any part (equal to [●] $1,000 or an integral multiple of [●] in excess thereof) of such Holder’s 's Notes pursuant to the offer described in Section 4.14 of the Indenture (the "Change of Control Offer") at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of repurchase (the "Change of Control Payment"). Within 60 days following any Change of Control, the Company will (or will cause the Trustee to) mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or Restricted Subsidiary, as the case may be, shall apply such Net Proceeds, at its option (or the extent the Company is required to apply such Net Proceeds pursuant to the terms of the New Credit Facility), to (a) repay or repurchase Senior Indebtedness or Pari Passu Indebtedness of the A2-R-2 Company or any Indebtedness of any Restricted Subsidiary, as the case may be, provided that, if the Company shall so repay or purchase Pari Passu Indebtedness of the Company, it will equally and ratably reduce Indebtedness under the Notes if the Notes are then redeemable, or, if the Notes may not then be redeemed, the Company shall make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders of Notes to purchase at a purchase price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, the Notes that would otherwise be redeemed, or (b) an investment in property, the making of a capital expenditure or the acquisition of assets that are used or useful in a Permitted Business, or Capital Stock of any Person primarily engaged in a Permitted Business if (i) as a result of the acquisition by the Company or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary or (ii) the Investment in such Capital Stock is permitted by clause (f) of the definition of Permitted Investments. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Indebtedness or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be required to make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereonand Liquidated Damages, if any, thereon to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). No later than 60 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as set forth in the Indenture. (b) In the event of an Asset Disposition that requires the purchase of Notes pursuant to Section 4.10 of the Indenture, the Company shall be required to make an Asset Disposition Offer pursuant to Sections 3.09 and 4.10(b) of the Indenture to all Holders and, to the extent the Company or another Restricted Subsidiary elects, to all Holders of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds at an offer price in respect of the Notes in an amount equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to, but not including, the date of purchase, in accordance with Section 3.09 the procedures set forth in the Indenture. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof in connection with an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased as set forth in Sections 3.02 and 3.03 of the Indenture or Indenture. Upon completion of such offer to purchase, the agreements governing amount of Excess Proceeds shall be reset at zero. Holders of Notes that are the Pari Passu Indebtedness, as applicable, and in minimum denominations subject of [●] and in integral multiples an offer to purchase may elect to have such Notes purchased by completing the form entitled "Option of [●] in excess thereofHolder to Elect Purchase" on the reverse of the Notes.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, unless notice of redemption of the Notes in whole has been given pursuant to Sections 3.04 and 3.08 of the Indenture, the Company has unconditionally exercised its right shall be required to redeem all the Notes pursuant to Section 3.07 make an offer (a “Change of the Indenture or all conditions to such redemption have been satisfied or waived, each Holder shall have the right to require the Company Control Offer”) to purchase all or any part (equal to [●] or an $2,000 and integral multiple multiples of [●] $1,000 in excess thereof) of such each Holder’s Notes at a purchase an offer price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase (the “Change of Control Payment”). Notice of a Change of Control Offer shall be mailed within 30 days following a Change of Control to each Holder of the Notes containing the information set forth in Section 4.17 of the Indenture. (b) When the aggregate amount of Excess Proceeds from one or more Asset Sales exceeds $35 million, the Company shall make an offer to all Holders of Notes (and holders of other Indebtedness of the Company to the extent required by the terms of such other Indebtedness) (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes (and other such Indebtedness) that does not exceed the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereonand Additional Interest, if any, thereon to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). No later than 60 days following any Change of Control, the Company shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as set forth in the Indenture. (b) In the event of an Asset Disposition that requires the purchase of Notes pursuant to Section 4.10 of the Indenture, the Company shall be required to make an Asset Disposition Offer pursuant to Sections 3.09 and 4.10(b) of the Indenture to all Holders and, to the extent the Company or another Restricted Subsidiary elects, to all Holders of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds at an offer price in respect of the Notes in an amount equal to (and, in the case of any Pari Passu Indebtedness, an offer price of no more than) 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to, but not including, the date of purchase, in accordance with Section 3.09 the procedures set forth in the Indenture. To the extent that the aggregate principal amount of Notes (and such other Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Indenture or Excess Proceeds, the agreements governing Company may use any remaining Excess Proceeds for general corporate purposes. If the Pari Passu aggregate principal amount of Notes (and such other Indebtedness) tendered exceeds the amount of Excess Proceeds, as applicable, the Notes (and in minimum denominations of [●] and in integral multiples of [●] in excess thereofsuch other Indebtedness) to be purchased shall be selected on a pro rata basis.

Repurchase at Option of Holder. (a) Upon the occurrence of If there is a Change of Control, unless the Company has unconditionally exercised its right Issuers shall be required to redeem all the Notes pursuant make an offer (a "Change of Control Offer") to Section 3.07 of the Indenture or all conditions to such redemption have been satisfied or waived, each Holder shall have the right to require the Company to purchase repurchase all or any part (equal to [●] $1,000 or an integral multiple of [●] in excess thereof) of such each Holder’s 's Notes at a purchase price in cash Purchase Price equal to 101% of the principal amount thereof, thereof plus accrued and unpaid interest thereonand Additional Interest, if any, to the date of purchase (subject to repurchase, in accordance with the right of Holders of record on procedures set forth in the relevant record date to receive interest due on the relevant Interest Payment Date)Indenture. No later than 60 Within 30 days following any Change of Control, the Company Issuers shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as set forth in required by the Indenture. (b) In Except as otherwise provided in the event of Indenture, on the 361st day after an Asset Disposition that requires the purchase Sale (a "Net Proceeds Offer Trigger Date"), such aggregate amount of Notes pursuant to Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(a), (3)(b) and (3)(c) of paragraph (A) of Section 4.10 of the IndentureIndenture (each, the Company a "Net Proceeds Offer Amount") shall be required applied by Holdings or such Restricted Subsidiary to allow the Issuers to make an Asset Disposition Offer pursuant offer to Sections 3.09 and 4.10(bpurchase (the "Net Proceeds Offer") of the Indenture to all Holders and, to the extent required by the Company or another Restricted Subsidiary elects, to all Holders of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds at an offer price in respect of the Notes in an amount equal to (and, in the case terms of any Pari Passu Indebtedness, an offer price to purchase to all holders of no such Pari Passu Indebtedness, on a Purchase Date not less than 30 nor more thanthan 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of any such Pari Passu Indebtedness) 100% on a pro rata basis, that amount of the principal amount thereof Notes (and Pari Passu Indebtedness) to be purchased, plus accrued and unpaid interest thereon, if any, to, but not including, to the date of purchase. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in accordance with Section 3.09 the Indenture. Upon receiving notice of the Indenture Net Proceeds Offer, Holders may elect to tender their Notes in whole or the agreements governing the Pari Passu Indebtedness, as applicable, and in minimum denominations of [●] and part in integral multiples of [●] $1,000 in excess thereofexchange for cash. To the extent Holders properly tender Notes and holders of Pari Passu Indebtedness properly tender such Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes and Pari Passu Indebtedness will be purchased on a pro rata basis based on the aggregate amounts of Notes and Pari Passu Indebtedness tendered (and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis based on the amount of Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law.