Extract to table

Fair market value is to be determined in good faith by the Board of Directors of VHG; provided that, for any Asset Sale in which the aggregate consideration exceeds $25,000,000, the determination of fair market value must be set forth in a resolution of the Board of Directors and evidenced by an officer's certificate delivered to the Trustee; (ii) Cash Consideration

Proposed Terms Upon a "Change of Control Triggering Event," VHG is required to make an offer to repurchase all outstanding Notes (a "Change of Control Offer") at a price equal to 101

at least $300,000,000) must remain outstanding immediately after giving effect to the equity clawback redemption; (ii) the redemption must occur within 180 days of the closing of the relevant Equity Offering; and (iii) notice of the redemption must be given to the Trustee and to holders within 60 days of the closing of the relevant Equity Offering

Promptly upon the occurrence of any material event, VHG shall furnish a report describing such event