Common use of Asset Sale Clause in Contracts

Asset Sale. The Company or the Parent shall not and shall not permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether by the Company or the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: (1) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent and the Company determine in good faith that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale. In the event and to the extent that immediately following any Asset Sale the Net Cash Proceeds received by the Company or the Parent or any of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") shall be: (1) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(b) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth above shall constitute "Excess Proceeds." Within 30 days after the date that the amount of Excess Proceeds exceeds $10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal to the Excess Proceeds to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata 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 then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period").

Asset Sale. The Company or Not later than the Parent shall not and shall not permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance third Business Day following receipt of any Equity Interests Net Cash Proceeds of any Subsidiary, whether by the Company or the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: (1) at least 75the Borrowers shall prepay outstanding Loans in an amount equal to 100% of the total consideration for Net Cash Proceeds received with respect thereto (subject to the provisions regarding application of prepayments set forth below), provided that no such Asset Sale or series prepayment shall be required hereunder unless, and only to that extent that, the aggregate Net Cash Proceeds of related Asset Sales consists of cash or Cash Equivalentsduring any four fiscal quarter period exceed $50,000,000; provided, further, that with respect no mandatory prepayment or reduction in Aggregate Revolving Loan Commitment shall be required pursuant to this Section 2.7(b)(iii) on account of such Net Cash Proceeds if, and to the sale extent that, the Company notifies the Agent in writing within three Business Days following receipt of one such Net Cash Proceeds of its or more hotel propertiesits Subsidiary’s good faith intention to apply such Net Cash Proceeds to the acquisition of other assets or Property to be used in its business within 120 days following the receipt of such Net Cash Proceeds, up with the amount of such Net Cash Proceeds unused after such 120-day period to 75% be treated as Net Cash Proceeds in accordance with this Section 2.7(b)(iii). Amounts to be applied pursuant to this Section 2.7(b)(iii) shall be applied first to the Term Loans (ratably to the Initial Term Loans and the Incremental Term Loans, in each case, in accordance with the principal amounts thereof), with such prepayment applied ratably to reduce all remaining outstanding installments thereof, second to Swing Line Loans, third to Revolving Loans that are Floating Rate Loans and fourth to Revolving Loans that are Eurocurrency Loans, in each case, together with accrued interest on the Loans being prepaid. All prepayments required by this Section 2.7(b)(iii) shall be subject to the payment of any funding indemnification amounts required by Section 3.4, but without penalty or premium. On each date on which a prepayment of Revolving Loans under this Section 2.7(b)(iii) is required, or would be required but for the fact that no Revolving Loans are then outstanding: (A) the Aggregate Revolving Loan Commitment shall be reduced, ratably among the Revolving Lenders, in an amount equal to the total amount of the consideration may consist required prepayment, regardless of Indebtedness of whether sufficient Revolving Loans are outstanding for such amount to be applied as a prepayment; (B) if, after giving effect the purchaser of reduction required pursuant to clause (A) above, the aggregate undrawn stated amount under all Facility LCs outstanding at such hotel properties time exceeds the Aggregate Revolving Loan Commitment, the Company shall pay to the Agent an amount equal to such excess, which funds shall be held in the Facility LC Collateral Account for so long as such Indebtedness is secured by excess shall exist, subject to Section 8.1 in the event that a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Salecontinuing; and (3C) the Parent and the Company determine in good faith that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale. In the event and shall deliver to the extent that immediately following any Asset Sale Agent a certificate signed by a Financial Officer setting forth in reasonable detail the Net Cash Proceeds received by the Company or the Parent or any calculation of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") shall be: (1) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(b) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds prepayment and/or reduction in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth above shall constitute "Excess ProceedsAggregate Revolving Loan Commitment." Within 30 days after the date that the amount of Excess Proceeds exceeds $10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal to the Excess Proceeds to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata 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 then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period").

Asset Sale. The Company (i) Within 365 days after the Borrower’s or any Restricted Subsidiary’s receipt of the Parent shall not and shall not permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance Net Proceeds of any Equity Interests of any Subsidiary, whether by the Company or the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: (1) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent and the Company determine in good faith that the consideration received by the Parent, the Company Borrower or their respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale. In the event and to the extent that immediately following any Asset Sale Restricted Subsidiary may apply the Net Cash Proceeds received by the Company or the Parent or any of their respective Subsidiaries from such Asset Sale, at its option: (1) to repay (w) Indebtedness constituting First-Priority Lien Obligations and other Pari Passu Indebtedness that is secured by a Lien permitted under this Agreement (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), (x) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, (y) Obligations under the Loans or (z) other Pari Passu Indebtedness (provided that if the Borrower or any Subsidiary Guarantor shall so reduce Obligations under Pari Passu Indebtedness that does not constitute First-Priority Lien Obligations, the Borrower will repay the Loans pursuant to Section 2.14 or reduce Loans pursuant to Section 9.06(f) (provided that such repayments are at or above 100% of the principal amount thereof or, in the event that the Loans were issued with significant original issue discount, 100% of the accreted value thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders to repay Loans at par or, in the event that the Loans were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest on the pro rata principal amount of Loans), in each case other than Indebtedness owed to the Borrower or an Affiliate of the Borrower); (2) to make an Investment in any one or more businesses (provided that if such Investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Borrower), assets, or property or capital expenditures, in each case (x) used or useful in a Similar Business or (y) that replaces the properties and assets that are the subject of such Asset Sale; or (3) to invest in Additional Assets. In the case of clause (2) above, a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment until the 18-month anniversary of the date of the receipt of such Net Proceeds; provided that in the event such binding commitment is later canceled or terminated for any other reason before such Net Proceeds are so applied, then such Net Proceeds shall constitute Excess Proceeds unless the Borrower or such Restricted Subsidiary of the Borrower enters into another binding commitment (a “Second Commitment”) within 180 days of such cancellation or termination of the prior binding commitment; provided, further, that the Borrower or such Restricted Subsidiary of the Borrower may only enter into a Second Commitment under the foregoing provision one time with respect to each Asset Sale(sSale and to the extent such Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied or are not applied within 180 days of such Second Commitment, then such Net Proceeds shall constitute Excess Proceeds. (ii) which occurred Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in clause (i) on of this Section 2.06(b) (it being understood that any portion of such Net Proceeds used to make an offer to repay Loans, as described in clause (i)(1) of Section 2.06(b), shall be deemed to have been invested whether or after not such offer is accepted) will be deemed to constitute “Excess Proceeds.” When the Issue Date aggregate amount of Excess Proceeds exceeds $50,000,000, the Borrower shall make an offer to all Lenders (and, at the option of the Borrower, to holders of any Pari Passu Indebtedness) (an “Asset Sale Offer”) to repay the maximum principal amount of Loans (and (ii) within such Pari Passu Indebtedness), that may be repaid out of the 360-day period proceeding such Asset Sale, exceed 10Excess Proceeds at an offer price in cash in an amount equal to 100% of Adjusted Consolidated Net Tangible Assetsthe principal amount thereof (or, in the event the Loans or such Pari Passu Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Pari Passu Indebtedness), to the date fixed for the closing of such offer. To the extent that the aggregate amount of Loans (and such Pari Passu Indebtedness) accepted for repayment or tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Indenture provides Borrower may use any remaining Excess Proceeds for any purpose that within 360 days following is not prohibited by this Agreement. If the aggregate principal amount of Loans (and such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount"Pari Passu Indebtedness) shall be: (1) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute accepted for repayment or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce surrendered by holders thereof exceeds the amount of such Indebtedness permitted Excess Proceeds, the Administrative Agent shall apply the Excess Proceeds ratably to be incurred pursuant to Section 4.7(b) the repayment of the IndentureLoans and any other tendered Pari Passu Indebtedness based on the accreted value or principal amount of the Loans or such Pari Passu Indebtedness accepted for repayment or tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (iii) Pending the final application of any such Net Cash ProceedsProceeds pursuant to this Section 2.06(b), the Company Borrower or such Restricted Subsidiary of the Parent Borrower may temporarily reduce Indebtedness under a revolving credit borrowings facility, if any, or otherwise invest the such Net Cash Proceeds in any manner that is not prohibited by this Agreement. (iv) Within ten Business Days of any date on which the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth above shall constitute "Excess Proceeds." Within 30 days after the date that the aggregate amount of Excess Proceeds exceeds $10 million50,000,000, the Borrower shall deliver written notice of such occurrence to the Administrative Agent, and the Administrative Agent shall promptly deliver notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 9.02 with the following information: (1) that the Borrower is making an Asset Sale Offer pursuant to this Section 2.06(b) and that all Loans and Pari Passu Indebtedness property accepted for repayment or tendered and not withdrawn pursuant to such Asset Sale Offer will be repaid by the Borrower; (2) the repayment date, which will be no earlier than thirty days nor later than sixty days from the date shall on which such notice is delivered (the “Asset Sale Offer Payment Date”); (3) that any Loan not be prior properly accepted for repayment will remain outstanding and continue to 390 days after accrue interest; (4) that unless the Borrower defaults in making the payment, all Loans accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on the Asset Sale Offer Payment Date; (5) that generated Lenders electing to have any Loans repaid pursuant to an Asset Sale Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Asset Sale Offer Payment Date; (6) that Lenders will be entitled to withdraw their election to require the Borrower to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Asset Sale Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid; (7) that, to the extent that the aggregate principal amount of Loans or the Pari Passu Indebtedness accepted for repayment or surrendered by holders thereof exceeds the amount of Excess Proceeds, the Company shall Administrative Agent will apply an amount (the "Asset Sale Offer Amount") equal to the Excess Proceeds as set forth under the last sentence of Section 2.06(b)(ii); and (8) the other instructions, as determined by the Borrower or as reasonably requested by the Administrative Agent, consistent with this Section 2.06(b), that a Lender must follow in order to have its Loans repaid. The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the repurchase Lender receives such notice. If (x) the notice is delivered in a manner herein provided and (y) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the Notes and such other Indebtedness ranking on a parity with proceedings for the Notes and with provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) repayment of the Notes and Loans as to all other Lenders that properly received such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period")notice without defect.

Asset Sale. (a) The Company or the Parent shall not Borrower will not, and shall will not permit any of their respective Subsidiaries Restricted Subsidiary to, in one consummate any Asset Sale unless (i) the Borrower or a series of related transactionssuch Restricted Subsidiary, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in as the case may be, receives consideration at the time of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether by such Asset Sale at least equal to the Company or the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any Fair Market Value of the foregoing, an "assets and property subject to such Asset Sale"), unless: Sale and (1ii) at least 75% of the total aggregate consideration for paid to the Borrower or such Restricted Subsidiary in connection with such Asset Sale or series of related and all other Asset Sales consists since the date hereof, on a cumulative basis, is in the form of cash or cash, Cash Equivalents; provided, that with respect Liquid Securities, Exchanged Properties (including pursuant to asset swaps), the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of assumption by the purchaser of such hotel properties so long as such Indebtedness is secured liabilities of the Borrower (other than liabilities of the Borrower that are by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent and the Company determine in good faith that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale. In the event and terms subordinated to the extent that immediately following any Asset Sale the Net Cash Proceeds received by the Company Loans) or the Parent or any of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds liabilities of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides Guarantor that within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") shall be: (1) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(b) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth above shall constitute "Excess Proceeds." Within 30 days after the date that the amount of Excess Proceeds exceeds $10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal to the Excess Proceeds to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from made such Asset Sale pursuant (other than liabilities of a Guarantor that are by their terms subordinated to such Guarantor’s Guarantee), in each case as a cash offer (subject only to conditions required by applicable lawresult of which the Borrower and its remaining Restricted Subsidiaries are no longer liable for such liabilities, if any) (pro rata in proportion to the respective principal amounts (or accreted values or, solely in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "any Asset Sale Offer"of Midstream Assets, Permitted MLP Securities. (b) at The Net Available Cash from Asset Sales by the Borrower or a purchase price of 100% of Restricted Subsidiary may be applied by the principal amount (Borrower or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if anysuch Restricted Subsidiary, to the date extent the Borrower or such Restricted Subsidiary elects (or is required by the terms of payment. Each Asset Sale Offer any Pari Passu Indebtedness of the Borrower or a Restricted Subsidiary), to (i) repay any Indebtedness of the Borrower other than Subordinated Indebtedness; or (ii) reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Borrower or another Restricted Subsidiary) or make capital expenditures in the Oil and Gas Business. (c) Excess Proceeds shall remain open for 20 Business Days following its commencement (be applied to prepay the "Asset Sale Offer Period"Loans in accordance with Section 2.03(c).

Asset Sale. The Company or (i) Within 360 days after the Parent shall not and shall not permit receipt of any of their respective Subsidiaries toNet Proceeds from an Asset Sale (including, in one or a series of related transactionswithout limitation, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Subsidiary or Unrestricted Subsidiaryan Involuntary Transfer), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiarythe Parent, whether by the Company or the Parent applicable Restricted Subsidiary, as the case may be, may apply such Net Proceeds: (1) to repay Indebtedness of the Company or one the Restricted Subsidiaries, including Loans and permanent reductions of their respective Subsidiaries Obligations under any other Credit Facility (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto); (2) to acquire all or through substantially all of the issuanceassets of, sale or transfer any Capital Stock of, another Permitted Business of Equity Interests by one the Borrowers, if, after giving effect to any such acquisition of their respective Subsidiaries Capital Stock, such Permitted Business is or Unrestricted Subsidiaries and including any sale and leaseback transaction becomes a Restricted Subsidiary; (3) to make a capital expenditure for the Company or any of the foregoing, an "Asset Sale"), unless: Restricted Subsidiaries; or (14) at least 75% of to acquire other assets that are not classified as current assets under GAAP and that are used or useful in the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash EquivalentsBorrowers’ Permitted Business; provided, provided that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; clauses (2) no Default through (4) above shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, expenditure referred to such Asset Sale; and (3) the Parent and the Company determine in good faith that the consideration received herein is entered into by the Parent, the Company or their respective Subsidiariesany Restricted Subsidiary, as applicablethe case may be, equals with a Person within the fair market value for time period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such contract within one year and six months following the date of such Asset Sale. In the event and to the extent that immediately following any Asset Sale such contract is later cancelled or terminated for any reason before the Net Cash Proceeds received by the Company are applied in connection therewith, then such Net Proceeds must be applied as set forth herein and, if such termination or the Parent or any of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within cancellation occurs later than the 360-day period, shall constitute Excess Proceeds as set forth below. (ii) Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period proceeding set forth in clause (i) of this Section 2.06(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20,000,000, the Borrowers shall, within ten (10) Business Days thereof, make an offer (the “Asset Sale Offer”) to all Lenders (and all holders of other Pari Passu Obligations containing provisions similar to this Section 2.06(b)) to repay the maximum principal amount of Loans (and such other Pari Passu Obligations) that may be repaid 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 (or, in respect of such Pari Passu Obligations, such lesser price, if any, as may be provided for by the terms of such Pari Passu Obligations), to the date fixed for the closing of such offer. (iii) To the extent that the aggregate amount of Loans (and such Pari Passu Obligations) accepted for repayment or tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Borrowers may use any remaining Excess Proceeds for any purpose that is not prohibited by the Loan Documents; provided that pending any such application, the proceeds of the Asset Sale, exceed 10% whether assets, property or cash, are subject to a Lien under the Collateral Agreements. If the aggregate principal amount of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following Loans (and other Pari Passu Obligations) accepted for repayment or surrendered by holders thereof pursuant to such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") shall be: (1) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce Offer exceeds the amount of such Indebtedness permitted Excess Proceeds, the Administrative Agent shall apply the Excess Proceeds ratably to be incurred pursuant to Section 4.7(b) the repayment of the IndentureLoans and any other tendered Pari Passu Obligations based on the accreted value or principal amount of the Loans or such Pari Passu Obligations accepted for repayment or tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (iv) Pending the final application of any Net Cash ProceedsProceeds under clause (i) or (iii), the Company or the Parent may temporarily reduce outstanding revolving credit borrowings Indebtedness of the Parent, the Borrowers, any Restricted Subsidiary or any Other Guarantor, or otherwise invest the Net Cash Proceeds in cash and Cash Equivalents. (v) The Administrative Borrower shall deliver any manner Asset Sale Offer required under clause (ii) by written notice of such occurrence to the Administrative Agent, and the Administrative Agent shall promptly deliver notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information: (1) that is the Borrowers are making an Asset Sale Offer pursuant to this Section 2.06(b) and that all Loans and other applicable Pari Passu Obligations properly accepted for repayment or tendered and not prohibited withdrawn pursuant to such Asset Sale Offer will be repaid by the Indenture. The accumulated Net Cash Proceeds Borrowers; (2) the repayment date, which will be no earlier than thirty days nor later than sixty days from Asset Sales not applied as set forth above shall constitute "Excess Proceeds." Within 30 days after the date on which such notice is delivered (the “Asset Sale Offer Payment Date”); (3) that any Loan not properly accepted for repayment will remain outstanding and continue to accrue interest; (4) that unless the Borrowers default in making the payment, all Loans accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on the Asset Sale Offer Payment Date; (5) that Lenders electing to have any Loans repaid pursuant to an Asset Sale Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Asset Sale Offer Payment Date; (6) that Lenders will be entitled to withdraw their election to require the Borrowers to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Asset Sale Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid; (7) that, to the extent that the aggregate principal amount of Loans or the other Pari Passu Obligations accepted for repayment or surrendered by holders thereof exceeds the amount of Excess Proceeds exceeds $10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, the Company shall Administrative Agent will apply an amount (the "Asset Sale Offer Amount") equal to the Excess Proceeds as set forth under the second-to-last sentence of Section 2.06(b)(iii); and (8) the other instructions, as determined by the Administrative Borrower or as reasonably requested by the Administrative Agent, consistent with this Section 2.06(b), that a Lender must follow in order to have its Loans repaid. The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the repurchase Lender receives such notice. If (x) the notice is delivered in a manner herein provided and (y) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the Notes and such other Indebtedness ranking on a parity with proceedings for the Notes and with provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) repayment of the Notes and Loans as to all other Lenders that properly received such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period")notice without defect.

Asset Sale. The Company or Subject to certain exceptions set forth in the Parent Indenture, the Issuers shall not and the Guarantors shall not not, and neither the Issuers nor the Guarantors shall permit any of their respective the Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, make any of their property, business or assets, including by merger or consolidation (in the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether by the Company or the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), Sale unless: (1i) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided, that with respect to and (ii) the sale Board of one or more hotel properties, up to 75% Directors of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent and the Company determine applicable Issuer determines in reasonable good faith that the consideration received by the Parent, the Company such Issuer or their respective Subsidiariessuch Subsidiary shall receive, as applicable, equals the fair market value for such Asset Sale. In For purposes of clause (i) of the event and preceding sentence the following shall be deemed to constitute cash or Cash Equivalents: (a) the amount of any Indebtedness or other liabilities (other than Indebtedness or liabilities that are by their terms subordinated to the extent Notes and the Guarantees) of the Issuers or such Subsidiary that immediately following are assumed by the transferee of any Asset Sale such assets so long as the Net Cash Proceeds documents governing such liabilities provide that there is no further recourse to the Issuers or any of the Subsidiaries with respect to such liabilities and (b) fair market value of any marketable securities, currencies, notes or other obligations received by the Company or the Parent Issuers or any such Subsidiary in exchange for any such assets that are converted into cash or Cash Equivalents within 30 days after the consummation of their respective Subsidiaries from such Asset Sale, plus the provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds of any other attributable to the original Asset Sale(s) Sale for which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within property was received. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "“Asset Sale Amount") ”), if used, shall be: (1a) (i) used to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale, or (ii) used to retire and permanently reduce Indebtedness incurred under the Credit Agreement and other Senior Debt; provided, that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount; or (b) invested in assets and property (other than notes, bonds, obligations and securities, except in connection with the acquisition of a Subsidiary which is a Guarantor Person in a Related Business, other than notes, bonds, obligation and securitiesBusiness which immediately following such acquisition becomes a Guarantor) which shall in the reasonable good faith judgment of the applicable Issuer’s Board of Directors will immediately constitute or be a part of a Related Business of the Company or the Parent Issuers or such Subsidiary Guarantor (if it continues to be a SubsidiaryGuarantor) immediately following such transactiontransaction (such assets or property the “Related Business Assets”); or (c) any combination of (a) or (b). All Net Cash Proceeds from an Event of Loss shall be used as follows: (1) first, the Issuers shall use such Net Cash Proceeds to the extent necessary to rebuild, repair, replace or restore the assets subject to such Event of Loss with comparable assets; and (2) then, to the extent any Net Cash Proceeds from an Event of Loss are not used as described in the preceding clause (1), all such remaining Net Cash Proceeds shall be reinvested or used as provided in the immediately preceding clause (a), (b) or (c). The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in clause (a), (b) or (c) of the immediately preceding paragraph and the accumulated Net Cash Proceeds from any Event of Loss not applied as set forth in clause (1) or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(b) of the Indenture. immediately preceding paragraph shall constitute “Excess Proceeds.” Pending the final application of any Net Cash Proceeds, the Company or the Parent Issuers may temporarily reduce revolving credit borrowings or otherwise invest or use for general corporate purposes the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated ; provided, however, that the Issuers may not use the Net Cash Proceeds from Asset Sales not applied as set forth above shall constitute "Excess Proceeds." Within 30 days after (x) to make Restricted Payments other than Restricted Payments that are solely Restricted Investments or (y) to make Permitted Investments pursuant to clause (a) of the date that the amount of Excess Proceeds exceeds $10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal to definition thereof. When the Excess Proceeds equal or exceed $5,000,000, the Issuers shall offer to repurchase the repurchase of the Notes and such Notes, together with any other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company Issuers to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata 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 then outstanding) (the "“Asset Sale Offer"”) at a purchase price of 100% of (x) in the case of the Notes, the Accreted Value on the Asset Sale Purchase Date (as defined below), and (y) in the case of any such other Indebtedness, the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) on the Asset Sale Purchase Date (the "“Asset Sale Offer Price"”) together with accrued and unpaid interest (and Liquidated Damages, if any, ) to the date Asset Sale Purchase Date. In order to effect the Asset Sale Offer, the Issuers shall promptly after expiration of payment. Each the 360-day period following the Asset Sale that produced such Excess Proceeds mail to each Holder of Notes notice of the Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "“Asset Sale Notice”), offering to purchase the Notes on a date (the “Asset Sale Purchase Date”) that is no earlier than 30 days and no later than 60 days after the date that the Asset Sale Notice is mailed, pursuant to the procedures required by the Indenture and described in the Asset Sale Notice. On the Asset Sale Purchase Date, the Issuers shall apply an amount equal to the Excess Proceeds (the “Asset Sale Offer Period")Amount”) plus an amount equal to accrued and unpaid interest (and Liquidated Damages, if any) to the purchase of all Indebtedness properly tendered in the Asset Sale Offer (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price, together with accrued and unpaid interest (and Liquidated Damages, if any) to the Asset Sale Purchase Date. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Issuers may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture. Following the consummation of each Asset Sale Offer in accordance with the provisions of the Indenture, the Excess Proceeds amount shall be reset to zero. Prior to complying with any of the provisions of the immediately preceding paragraph, the Issuers shall be required either to repay all outstanding Senior Debt or to obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by the immediately preceding paragraph.

Asset Sale. The (a) Each of the Company and the Partnership agree to take, or cause to be taken, the actions set forth in Sections 8.03(a) and 8.03(b) and to take actions reasonably requested by Parent to consummate the Admission, the Redemption, the Exchange, the Partnership Merger, the TZ Asset Distribution and the Asset Sale upon the terms set forth herein. (b) Pursuant to the terms of the Purchase and Sale Agreement, TZ OP shall be entitled to structure its purchase of the real property assets as one or more exchanges thereof for other real properties of like kind to be designated by TZ OP in a transaction intended to qualify with respect to TZ OP for the nonrecognition of gain under Section 1031 of the Code (the “1031 Exchange”). Each of the Company and the Partnership agree to execute, at or effective upon the Closing, any and all documents reasonably requested by Parent in order to effect the 1031 Exchange, and otherwise use commercially reasonable efforts to assist and cooperate in effecting the 1031 Exchange. (c) Parent intends that the Redemption Core Property I shall be encumbered by the Redemption Core Property I Debt. To the extent that the Redemption Core Property I Debt has been prepaid or discharged or the Parent lenders will not consent to the transfer of the Redemption Core Property I, each of the Company and the Partnership agree to use commercial reasonable efforts to replace or refinance, effective as of the Closing, such Redemption Core Property I Debt on terms and conditions requested by Parent, provided that such debt shall not be Qualified Debt and shall not permit any a “qualified liability” as defined under Section 707 of their respective Subsidiaries tothe Code. (d) In connection with fulfilling its obligations under Sections 8.12(a) , in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Subsidiary or Unrestricted Subsidiaryb) and (c), and including any sale or other transfer or issuance (i) none of any Equity Interests of any Subsidiary, whether by the Company or the Parent any Subsidiary shall be required to incur any additional cost or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction expense (any of the foregoing, an "Asset Sale"), unless: (1) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien other than costs incurred on the hotel property or properties sold; (2Closing Date under the Purchase and Sale Agreement) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to unless such Asset Sale; and (3) the Parent and the Company determine in good faith that the consideration received cost is advanced by the Parent, the Company TZ REIT or their respective SubsidiariesTZ OP, as applicable, equals the fair market value for such Asset Sale. In the event and to the extent that immediately following any Asset Sale the Net Cash Proceeds received by the Company or the Parent or any of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within in no event, shall the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible AssetsCompany, the Indenture provides that within 360 days following such Asset SalePartnership or any Subsidiary be obligated to become a party to the Purchase and Sale Agreement or to incur any liability thereunder, the Net Cash Proceeds therefrom (the "Asset Sale Amount") shall be: (1) invested in assets and property (except or pay costs or other monies in connection with the acquisition of a Subsidiary which is a Guarantor in a Related BusinessAsset Sale prior to the Closing, other than notesas provided in Section 8.03(b), bonds(iii) in no event shall the Closing be extended as a result of or in connection with any Asset Sale, obligation and securities(iv) which TZ REIT, TZ OP or any other purchaser under any Asset Sale agrees that it shall immediately constitute have no claim or be a part cause of a Related Business action against the Company, the Partnership or any Subsidiary prior to the Closing of the Company Mergers or in the event of termination of this Agreement, and (v) Parent agrees to indemnify, defend and hold harmless and protect the Company, the Partnership and any Subsidiary from any claim, expense, damage, liability and/or cause of action incurred or such suffered by the Company, the Partnership or any Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, in connection with or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(b) of the Indenture. Pending the final application arising out of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth above shall constitute "Excess ProceedsSale." Within 30 days after the date that the amount of Excess Proceeds exceeds $10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal to the Excess Proceeds to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata 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 then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period").

Asset Sale. The Company or Not later than the Parent shall not and shall not permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance third Business Day following receipt of any Equity Interests Net Cash Proceeds of any Subsidiary, whether by the Company or the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: (1) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent and the Company determine in good faith that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale. In the event and to the extent that immediately following any Asset Sale (other than the divestiture of the Electrical Business Segment of the Company and its Subsidiaries), the Borrowers shall prepay outstanding Loans in an amount equal to 100% of the Net Cash Proceeds received by with respect thereto (subject to the Company or provisions regarding application of prepayments set forth below); provided that no such prepayment shall be required hereunder unless, and only to that extent that, the Parent or any of their respective Subsidiaries from such Asset Sale, plus the aggregate Net Cash Proceeds of Asset Sales during any other Asset Sale(s) which occurred fiscal year exceed 5% of Consolidated Assets (imeasured as of the last day of the most recently completed fiscal year); provided, further, that no mandatory prepayment shall be required pursuant to this Section 2.7(b)(iii) on or after the Issue Date and (ii) within the 360-day period proceeding account of such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (if, and to the "Asset Sale Amount") shall be: (1) invested extent that, the Company notifies the Agent in assets and property (except in connection with writing within three Business Days following receipt of such Net Cash Proceeds of its or its Subsidiary’s good faith intention to apply such Net Cash Proceeds to the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute assets or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues Property to be a Subsidiary) immediately used in its business within 120 days following the receipt of such transactionNet Cash Proceeds, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce with the amount of such Indebtedness permitted Net Cash Proceeds unused after such 120-day period to be incurred pursuant to Section 4.7(b) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the treated as Net Cash Proceeds in accordance with this Section 2.7(b)(iii). Amounts to be applied pursuant to this Section 2.7(b)(iii) shall be applied first to the Term Loans (ratably to the Initial Term Loans and the Incremental Term Loans, in each case, in accordance with the principal amounts thereof), with such prepayment applied ratably to reduce all remaining outstanding installments thereof, second to Swing Line Loans, third to Revolving Loans that are Floating Rate Loans and fourth to Revolving Loans that are Eurocurrency Loans (but without, in any manner that such case, any reduction of the Aggregate Revolving Loan Commitment), in each case, together with accrued interest on the Loans being prepaid. All prepayments required by this Section 2.7(b)(iii) shall be subject to the payment of any funding indemnification amounts required by Section 3.4, but without penalty or premium. Notwithstanding the foregoing, so long as no Default has occurred and is not prohibited by then continuing and at the Indenture. The accumulated Net Cash Proceeds from Asset Sales not Company’s option, the Agent shall hold all prepayments pursuant to this clause (iii) to be applied as set forth above to Eurocurrency Loans in escrow for the benefit of the Lenders and (x) the Agent shall constitute "Excess Proceeds." Within 30 release such amounts upon the earlier of (1) thirty days after the date of such prepayment (provided that the amount Borrowers shall make all payments under Section 3.4 resulting therefrom) and (2) expiration of Excess Proceeds exceeds $10 millionthe Interest Periods applicable to any such Eurocurrency Loans being prepaid, which date (y) interest shall continue to accrue on such Eurocurrency Loans until such time as such prepayments are released from escrow and applied to reduce such Eurocurrency Loans and (z) the aggregate outstanding principal balance of the Eurocurrency Loans to be prepaid upon such release from escrow shall not be prior to 390 days included in any calculation of Consolidated Indebtedness from and after the Asset Sale date such funds are placed in escrow; provided, however, that generated upon the occurrence and continuance of a Default, such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal escrowed amounts may be applied to Eurocurrency Loans without regard to the Excess Proceeds to expiration of any Interest Period and the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with provisions requiring the Company to Borrowers shall make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata 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 then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period")all payments under Section 3.4 resulting therefrom.

Asset Sale. The Company or the Parent shall not not, and shall not permit any of their respective Subsidiaries Restricted Subsidiary to, in one or a series of related transactionsconsummate any Asset Sale, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation unless (in the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether by i) the Company or such Restricted Subsidiary receives consideration at least equal to the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any Fair Market Value of the foregoing, an "Asset Sale"), unless: assets sold or disposed of and (1ii) at least 75% of the total consideration for (excluding contingent liabilities assumed by the transferee of such Asset Sale or series of related Asset Sales assets) received consists of cash or Temporary Cash Equivalents; provided, that with respect to Investments or the sale assumption of one or more hotel properties, up to 75% of the consideration may consist of Senior Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by Company or a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time ofSubsidiary Guarantor, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent and the Company determine in good faith provided that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset SaleRestricted Subsidiary is irrevocably released from all liability under such Indebtedness. In the event and to the extent that immediately following the Company or any Asset Sale of its Restricted Subsidiaries receive the Net Cash Proceeds from one or more Asset Sales, then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 12 months after the date Net Cash Proceeds so received (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay (which in the case of the revolving credit facility is accompanied by a corresponding permanent commitment reduction) Senior Indebtedness of the Company or a Subsidiary Guarantor or (B) invest an equal amount, or the Parent amount not so applied pursuant to clause (A) (or any of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or enter into a definitive agreement committing to so invest within 12 months after the Issue Date date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) within apply (no later than the 360end of the 12-day month period proceeding referred to in clause (i) such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the excess Net Cash Proceeds therefrom (to the "Asset Sale Amount") shall be: (1) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred extent not applied pursuant to clause (i)) as provided in the following paragraph of Section 4.7(b) 4.14 of the Indenture. Pending the final application The amount of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in any manner that is not prohibited by clause (i) of the Indenture. The accumulated Net Cash Proceeds from Asset Sales preceding sentence and not applied as set forth above so required by the end of such period shall constitute "Excess Proceeds." Within 30 days after If, as of the date that first day of any calendar month, the aggregate amount of Excess Proceeds exceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.14 totals at least $10 million5,000,000, which date shall the Company must commence, not later than the fifteenth Business Day of such month, an Offer to Purchase to the Holders of the Notes and, to the extent required by the terms of any Pari Passu Indebtedness, an Offer to Purchase to all holders of such Pari Passu Indebtedness, the maximum principal amount of Notes and any such Pari Passu Indebtedness that may be prior to 390 days after purchased out of the Asset Sale that generated such Excess Proceeds, the Company shall apply at an amount (the "Asset Sale Offer Amount") offer price equal to the Excess Proceeds to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata 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 then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value thereof, plus, in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with each case, accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, to the date Payment Date. If the aggregate principal amount of paymentNotes and any such Pari Passu Indebtedness tendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and Pari Passu Indebtedness shall be purchased on a pro rata basis. Each Asset Sale Offer Upon the completion of any such Offers to Purchase, the amount of Excess Proceeds shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period")be reset at zero.

Asset Sale. The Not later than the third Business Day following receipt of any Net Cash Proceeds of any Asset Sale, the Borrowers shall prepay outstanding Loans in an amount equal to 100% of the Net Cash Proceeds received with respect thereto (subject to the provisions regarding application of prepayments set forth below); provided that no such prepayment shall be required hereunder unless, and only to that extent that, the aggregate Net Cash Proceeds of Asset Sales during any fiscal year exceed 5% of Consolidated Assets (measured as of the last day of the most recently completed fiscal year); provided, further, that no mandatory prepayment shall be required pursuant to this Section 2.7(b)(iii) on account of such Net Cash Proceeds if, and to the extent that, the Company or the Parent shall not and shall not permit any of their respective Subsidiaries toits Subsidiary intends (and, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether by the Company or the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any of the foregoing, Net Cash Proceeds for an "Asset Sale"), unless: (1) at least 75% of the total consideration for such individual Asset Sale or series of related Asset Sales consists in excess of cash or Cash Equivalents; provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent and the Company determine in good faith that the consideration received by the Parent$5,000,000, the Company or their respective Subsidiaries, as applicable, equals such Subsidiary shall notify the fair market value for Agent in writing of such Asset Sale. In the event and intent within three Business Days following receipt of such Net Cash Proceeds) to the extent that immediately following any Asset Sale the apply such Net Cash Proceeds received by the Company or the Parent or any of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") shall be: (1) invested in assets and property (except in connection with to the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute assets or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues Property to be a Subsidiary) immediately used in its business within 270 days following the receipt of such transactionNet Cash Proceeds, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce with the amount of such Indebtedness permitted Net Cash Proceeds unused after such 270-day period to be incurred pursuant to Section 4.7(b) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the treated as Net Cash Proceeds in accordance with this Section 2.7(b)(iii). Amounts to be applied pursuant to this Section 2.7(b)(iii) shall be applied first to the Term Loans (ratably to the Initial Term Loans and the Incremental Term Loans, in each case, in accordance with the principal amounts thereof), with such prepayment applied ratably to reduce all remaining outstanding installments thereof, second to Swing Line Loans, third to Revolving Loans that are Floating Rate Loans and fourth to Revolving Loans that are Eurocurrency Loans (but without, in any manner that such case, any reduction of the Aggregate Revolving Loan Commitment), in each case, together with accrued interest on the Loans being prepaid. All prepayments required by this Section 2.7(b)(iii) shall be subject to the payment of any funding indemnification amounts required by Section 3.4, but without penalty or premium. Notwithstanding the foregoing, so long as no Default has occurred and is not prohibited by then continuing and at the Indenture. The accumulated Net Cash Proceeds from Asset Sales not Company’s option, the Agent shall hold all prepayments pursuant to this clause (iii) to be applied as set forth above to Eurocurrency Loans in escrow for the benefit of the Lenders and (x) the Agent shall constitute "Excess Proceeds." Within 30 release such amounts upon the earlier of (1) thirty days after the date of such prepayment (provided that the amount Borrowers shall make all payments under Section 3.4 resulting therefrom) and (2) expiration of Excess Proceeds exceeds $10 millionthe Interest Periods applicable to any such Eurocurrency Loans being prepaid, which date (y) interest shall continue to accrue on such Eurocurrency Loans until such time as such prepayments are released from escrow and applied to reduce such Eurocurrency Loans and (z) the aggregate outstanding principal balance of the Eurocurrency Loans to be prepaid upon such release from escrow shall not be prior to 390 days included in any calculation of Consolidated Indebtedness from and after the Asset Sale date such funds are placed in escrow; provided, however, that generated upon the occurrence and continuance of a Default, such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal escrowed amounts may be applied to Eurocurrency Loans without regard to the Excess Proceeds to expiration of any Interest Period and the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with provisions requiring the Company to Borrowers shall make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata 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 then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period")all payments under Section 3.4 resulting therefrom.

Asset Sale. The Company or the Parent shall not not, and shall not permit any of their respective Subsidiaries Restricted Subsidiary to, in one or a series of related transactionsconsummate any Asset Sale, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation unless (in i) the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether consideration received by the Company or such Restricted Subsidiary is at least equal to the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any fair market value of the foregoing, an "Asset Sale"), unless: assets sold or disposed of and (1ii) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales received consists of cash or Temporary Cash Equivalents; provided, that with respect to Investments or the sale of one or more hotel properties, up to 75% of the consideration may consist assumption of Indebtedness of the purchaser Company or any Restricted Subsidiary (other than Indebtedness to the Company or any Restricted Subsidiary), PROVIDED that the Company or such Restricted Subsidiary is irrevocably and unconditionally released from all liability under such Indebtedness. Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries will be permitted to consummate a Permitted Asset Swap without complying with such paragraph if (i) immediately after giving effect to such Permitted Asset Swap, the Company could Incur least $1.00 of such hotel properties so long additional Indebtedness pursuant Section 4.07 of the Indenture and (ii) the Company or the applicable Restricted Subsidiary, as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing case may be, receives assets at the time of, or would occur after giving effect, on of such Permitted Asset Swap of a pro forma basis, value at least equal to such Asset Sale; and (3) the Parent and the Company determine in good faith that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale. In of the assets or other property sold or otherwise disposed of (as evidenced by a resolution of the Company's Board of Directors set forth in an Officers' Certificate delivered to the Trustee, or, in the event that the fair market value of such Permitted Asset Swap exceeds $100.0 million, such fair market value has been determined by a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and to conditions of the extent that immediately following type of transaction contemplated thereby). Within twelve months after the receipt of any Asset Sale the Net Cash Proceeds received by the Company from one or the Parent or any of their respective Subsidiaries from such more Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) Sales occurring on or after the Issue Date Closing Date, the Company shall or shall cause the relevant Restricted Subsidiary to: (i) (A) apply an amount equal to such Net Cash Proceeds to permanently repay Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries; or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) within apply (no later than the 360end of the 12-day month period proceeding referred to in clause (i)(B)) such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the excess Net Cash Proceeds therefrom (to the "Asset Sale Amount"extent not applied pursuant to clause (i)) shall be: (1) invested as provided in assets and property (except in connection with the acquisition following paragraph of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the this paragraph 8(b). The amount of such Indebtedness permitted excess Net Cash Proceeds required to be incurred pursuant applied (or to Section 4.7(bbe committed to be applied) during such 12-month period as set forth in clause (i) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales preceding sentence and not applied as set forth above so required by the end of such period shall constitute "Excess Proceeds." Within 30 days after If, as of the date that first day of any calendar month, the aggregate amount of Excess Proceeds exceeds not theretofore subject to an Offer to Purchase pursuant to this paragraph 8(b) totals at least $10 10.0 million (or at least $25 million in the event that at such time there is no Indebtedness of the Company or its Restricted Subsidiaries outstanding that is PARI PASSU with or subordinated in right of payment to the Notes with a comparable limitation of less than $25 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds), the Company shall apply must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders (and if required by the terms of any Pari Passu Indebtedness, from the holders of such Pari Passu Indebtedness) on a PRO RATA basis an aggregate principal amount of Notes (the "Asset Sale Offer Amount"and Pari Passu Indebtedness) equal to the Excess Proceeds to the repurchase of the Notes and on such other Indebtedness ranking on a parity with the Notes and with provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable lawdate, if any) (pro rata 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 then outstanding) (the "Asset Sale Offer") at a purchase price of equal to 100% of the principal amount (or accreted value thereof, PLUS, in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with each case, accrued and unpaid interest and Liquidated DamagesAdditional or Special Interest, if any, to the date Payment Date. If the aggregate principal amount of paymentNotes and any such Pari Passu Indebtedness tendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and Pari Passu Indebtedness shall be purchased on a PRO RATA basis. Each Asset Sale Offer Upon the completion of any such Offers to Purchase, regardless of the amount of Notes validly tendered, the amount of Excess Proceeds shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period")be reset to zero.

Asset Sale. The Company or the Parent shall not not, and shall not permit any of their respective Subsidiaries Restricted Subsidiary to, in one or a series of related transactionsconsummate any Asset Sale, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation unless (in i) the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether consideration received by the Company or such Restricted Subsidiary is at least equal to the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any fair market value of the foregoing, an "Asset Sale"), unless: assets sold or disposed of and (1ii) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales received consists of cash or Temporary Cash Equivalents; provided, that with respect to Investments or the sale of one or more hotel properties, up to 75% of the consideration may consist assumption of Indebtedness of the purchaser of such hotel properties so long as such Company or any Restricted Subsidiary (other than Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent and the Company determine in good faith that the consideration received by the Parent, the Company or their respective Subsidiariesany Restricted Subsidiary), as applicable, equals PROVIDED that the fair market value for Company or such Asset SaleRestricted Subsidiary is irrevocably and unconditionally released from all liability under such Indebtedness. In Within twelve months after the event and to the extent that immediately following receipt of any Asset Sale the Net Cash Proceeds received by the Company from one or the Parent or any of their respective Subsidiaries from such more Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) Sales occurring on or after the Issue Date Closing Date, the Company shall or shall cause the relevant Restricted Subsidiary to: (i) (A) apply an amount equal to such Net Cash Proceeds to permanently repay Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries; or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) within apply (no later than the 360end of the 12-day month period proceeding referred to in clause (i)(B)) such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the excess Net Cash Proceeds therefrom (to the "Asset Sale Amount"extent not applied pursuant to clause (i)) shall be: (1) invested as provided in assets and property (except in connection with the acquisition following paragraph of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the this paragraph 8(b). The amount of such Indebtedness permitted excess Net Cash Proceeds required to be incurred pursuant applied (or to Section 4.7(bbe committed to be applied) during such 12-month period as set forth in clause (i) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales preceding sentence and not applied as set forth above so required by the end of such period shall constitute "Excess Proceeds." Within 30 days after If, as of the date that first day of any calendar month, the aggregate amount of Excess Proceeds exceeds not theretofore subject to an Offer to Purchase pursuant to this paragraph 8(b) totals at least $10 10.0 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, the Company shall apply must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders (and if required by the terms of any Pari Passu Indebtedness, from the holders of such Pari Passu Indebtedness) on a pro rata basis an aggregate principal amount of Notes (the "Asset Sale Offer Amount"and Pari Passu Indebtedness) equal to the Excess Proceeds to the repurchase of the Notes and on such other Indebtedness ranking on a parity with the Notes and with provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable lawdate, if any) (pro rata 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 then outstanding) (the "Asset Sale Offer") at a purchase price of equal to 100% of the principal amount (or accreted value thereof, plus, in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with each case, accrued and unpaid interest and Liquidated DamagesAdditional or Special Interest, if any, to the date Payment Date. If the aggregate principal amount of paymentNotes and any such Pari Passu Indebtedness tendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and Pari Passu Indebtedness shall be purchased on a pro rata basis. Each Asset Sale Offer Upon the completion of any such Offers to Purchase, regardless of the amount of Notes validly tendered, the amount of Excess Proceeds shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period")be reset to zero.

Asset Sale. The Company or the Parent shall not will not, and shall will not permit any of their respective Subsidiaries Restricted Subsidiary to, in one or a series of related transactionsconsummate any Asset Sale, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation unless (in i) the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether consider- ation received by the Company or such Restricted Subsidiary is at least equal to the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any fair market value of the foregoing, an "Asset Sale"), unless: assets sold or disposed of and (1ii) at least 7585% of the total consideration for (excluding contingent liabilities assumed by the transferee of any such Asset Sale or series of related Asset Sales assets) received consists of cash or Temporary Cash Equivalents; provided, that with respect to Investments or the sale assumption of one or more hotel properties, up to 75% of the consideration may consist of Senior Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by Company or a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time ofSubsidiary Guarantor, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent and the Company determine in good faith provided that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset SaleRestricted Subsidiary is irrevocably released from all liability under such Indebtedness. In the event and to the extent that immediately following any Asset Sale the Net Cash Proceeds received by the Company or the Parent or any of their respective its Restricted Subsidiaries from such one or more Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) Sales occurring on or after the Issue Closing Date and (ii) within the 360-day in any period proceeding such Asset Sale, of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible AssetsAssets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission or provided to the Holders pursuant to Section 4.03 of the Indenture), then the Indenture provides that Company shall or shall cause the relevant Restricted Subsidiary to (i) within 360 days following such Asset Sale, 12 months after the date Net Cash Proceeds therefrom so received exceed 10% of Adjusted Consolidated Net Tangible Assets (the "Asset Sale Amount"A) shall be: (1) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business apply an amount equal to such excess Net Cash Proceeds to permanently repay Senior Indebtedness of the Company or the Parent a Subsidiary Guarantor or such Subsidiary (if it continues to be a SubsidiaryB) immediately following such transactioninvest an equal amount, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such Indebtedness permitted agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to be incurred the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of Section 4.7(b) 4.15 of the Indenture. Pending the final application The amount of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in any manner that is not prohibited by clause (i) of the Indenture. The accumulated Net Cash Proceeds from Asset Sales preceding sentence and not applied as set forth above so required by the end of such period shall constitute "Excess Proceeds." Within 30 days after If, as of the date that first day of any calendar month, the aggregate amount of Excess Proceeds exceeds not theretofore subject to an Offer to Purchase pursuant to this covenant totals at least $10 million5,000,000, which date shall the Company must commence, not later than the fifteenth Business Day of such month, an Offer to Purchase to the Holders of the Notes and, to the extent required by the terms of any Pari Passu Indebtedness, an Offer to Purchase to all holders of such Pari Passu Indebtedness, the maximum principal amount of Notes and any such Pari Passu Indebtedness that may be prior to 390 days after purchased out of the Asset Sale that generated such Excess Proceeds, the Company shall apply at an amount (the "Asset Sale Offer Amount") offer price equal to the Excess Proceeds to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata 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 then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value thereof, plus, in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with each case, accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, to the date Payment Date. If the aggreage principal amount of paymentNotes and any such Pari Passu Indebtedness tendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and Pari Passu Indebtedness shall be purchased on a pro rata basis. Each Asset Sale Offer Upon the completion of any such Offers to Purchase, the amount of Excess Proceeds shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period")be reset at zero.

Asset Sale. The Company or and the Parent Guarantors shall not not, and neither the Company nor the Guarantors shall not permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, lease, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Guarantor or a Subsidiary or Unrestricted Subsidiaryof the Company), and including any sale or other transfer or issuance of any Equity Interests of any SubsidiarySubsidiary or Unrestricted Subsidiary of the Company, whether by the Company or the Parent or one of their respective its Subsidiaries or Unrestricted Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries a Subsidiary or Unrestricted Subsidiaries Subsidiary of the Company, and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: unless (1l)(a) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent and the Company determine in good faith that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale. In the event and to the extent that immediately following any Asset Sale the Net Cash Proceeds received by the Company or the Parent or any of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Offer Amount") shall be: (1) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(b) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not are applied as set forth above shall constitute "Excess Proceeds." Within 30 within 365 days after the date that of such Asset Sale, to the amount extent not applied in accordance with paragraph (b) below, to the (i) optional redemption of Excess Proceeds exceeds $10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, Notes in accordance with the terms of the Indenture and other Indebtedness of the Company shall apply an amount (ranking on a parity with the "Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale Offer Amount") equal Sale, pro rata in proportion to the Excess Proceeds to respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding or (ii) repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata 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 then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment, made within 335 days of such Asset Sale or (b) within 365 days following such Asset Sale, the Asset Sale Offer Amount is (i) invested in assets and property (other than notes, bonds, obligations and securities, except in connection with the acquisition of a Wholly Owned Subsidiary that immediately becomes a Guarantor in a Related Business) which will constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction or (ii) used to retire Senior Debt and to permanently reduce the amount of such Senior Debt outstanding on the Issue Date or permitted pursuant to paragraphs (b) and (c) of Section 4.11 of the Indenture (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount); provided, however, that with respect to any Asset Sale occurring during 2001, the Asset Sale Offer Amount received therefrom may be applied as provided in (a) or (b) above at any time prior to December 31, 2002, and any Asset Sale Offer made in accordance with (a)(ii) above may be made at any time prior to December 1, 2002, (2) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents, provided, that up to one-third of such 75% may consist of notes or other obligations received by the Company or such Subsidiary from such transferee that are converted by the Company or such Subsidiary into cash (to the extent of the cash received) within 365 days after receipt, which shall constitute Net Cash Proceeds attributable to the original Asset Sale for which such notes or other obligations were received, and provided further that any Indebtedness of the Company or any Subsidiary (as shown on the Company's or such Subsidiary's most recent balance sheet), other than Subordinated Indebtedness, that is assumed by the transferee of any such assets shall constitute cash for purposes hereof, so long as the Company and all of its Subsidiaries are fully and unconditionally released therefrom, and (3) the Company or such Subsidiary, as applicable, receives fair market value for such Asset Sale, such determination to be made in good faith by the Board of Directors of the Company for Asset Sales exceeding $25,000,000. Each Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. An acquisition of Notes pursuant to an Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not applied to the uses and in the time periods set forth in 1(a)(i) or 1(b) above (the "Excess Proceeds") exceeds $10,000,000 and that each Asset Sale Offer shall remain open for at least 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds for general corporate purposes as otherwise permitted by the Indenture and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

Asset Sale. The Company or (i) Within 360 days after the Parent receipt of any Net Proceeds from an Asset Sale (including, without limitation, an Involuntary Transfer, but excluding an Asset Sale involving a Vessel that is permitted under this Agreement, which shall not and shall not permit any be subject to the provisions of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Subsidiary or Unrestricted SubsidiarySection 2.06(b)(ii)), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether by the Company or the Parent applicable Restricted Subsidiary, as the case may be, may apply such Net Proceeds: (1) to repay Indebtedness, including Loans and permanent reductions of Obligations under any other Credit Facility (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto); (2) to acquire all or one substantially all of their respective Subsidiaries the assets of, or through any Capital Stock of, another Permitted Business of the issuanceBorrowers, sale if, after giving effect to any such acquisition of Capital Stock, such Permitted Business is or transfer of Equity Interests by one of their respective Subsidiaries becomes a Restricted Subsidiary; (3) to make a capital expenditure for the Company or Unrestricted Subsidiaries and including any sale and leaseback transaction (any of the foregoingRestricted Subsidiaries; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in the Borrowers’ Permitted Business. (ii) Within 180 days of any sale, lease (except under an "Asset Sale"Internal Charter, Drilling Contract or Permitted Third Party Charter), unless: conveyance or other disposition of any Vessel or any right to a Vessel or a construction contract respecting the construction of a Vessel, in each case (1) at least 75% of the total consideration for such Asset Sale other than a Deepwater Vessel or series of related Asset Sales consists of cash or Cash Equivalents; provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent and the Company determine in good faith that the consideration received by the Parentotherwise not prohibited under this Agreement), the Company or their respective Subsidiariesthe applicable Restricted Subsidiary, as applicablethe case may be, equals must reinvest such Net Proceeds in a Vessel. (iii) Any Net Proceeds from any Asset Sale that are not applied as provided and within the fair market value time period set forth in clause (i) of this Section 2.06(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20,000,000, the Borrowers shall, within ten (10) Business Days thereof, make an offer (the “Asset Sale Offer”) to all Lenders (and all holders of other Pari Passu Obligations containing provisions similar to this Section 2.06(b)) to repay the maximum principal amount of Loans (and such other Pari Passu Obligations) that may be repaid 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 (or, in respect of such Pari Passu Obligations, such lesser price, if any, as may be provided for by the terms of such Asset SalePari Passu Obligations), to the date fixed for the closing of such offer. In the event and to To the extent that immediately following any the aggregate amount of Loans (and such Pari Passu Obligations) accepted for repayment or tendered pursuant to an Asset Sale Offer is less than the Net Cash Excess Proceeds, the Borrowers may use any remaining Excess Proceeds received for any purpose that is not prohibited by the Company or Loan Documents; provided that pending any such application, the Parent or any proceeds of their respective Subsidiaries from such the Asset Sale, plus whether assets, property or cash, are subject to a Lien under the Net Cash Proceeds Collateral Agreements. If the aggregate principal amount of any Loans (and other Asset Sale(sPari Passu Obligations) which occurred (i) on accepted for repayment or after the Issue Date and (ii) within the 360-day period proceeding surrendered by holders thereof pursuant to such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") shall be: (1) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce Offer exceeds the amount of such Indebtedness permitted Excess Proceeds, the Administrative Agent shall apply the Excess Proceeds ratably to be incurred pursuant to Section 4.7(b) the repayment of the IndentureLoans and any other tendered Pari Passu Obligations based on the accreted value or principal amount of the Loans or such Pari Passu Obligations accepted for repayment or tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (iv) Pending the final application of any Net Cash ProceedsProceeds under clause (i) or (ii), the Company or the Parent may temporarily reduce outstanding revolving credit borrowings Indebtedness of the Parent, the Borrowers, any Restricted Subsidiary or any Other Guarantor, or otherwise invest the Net Cash Proceeds in cash and Cash Equivalents. (v) The Administrative Borrower shall deliver any manner Asset Sale Offer required under clause (iii) by written notice of such occurrence to the Administrative Agent, and the Administrative Agent shall promptly deliver notice to each Lender to the address of such Lender appearing in the Register or otherwise in accordance with Section 10.02 with the following information: (1) that is the Borrowers are making an Asset Sale Offer pursuant to this Section 2.06(b) and that all Loans and other applicable Pari Passu Obligations properly accepted for repayment or tendered and not prohibited withdrawn pursuant to such Asset Sale Offer will be repaid by the Indenture. The accumulated Net Cash Proceeds Borrowers; (2) the repayment date, which will be no earlier than thirty days nor later than sixty days from Asset Sales not applied as set forth above shall constitute "Excess Proceeds." Within 30 days after the date on which such notice is delivered (the “Asset Sale Offer Payment Date”); (3) that any Loan not properly accepted for repayment will remain outstanding and continue to accrue interest; (4) that unless the Borrowers default in making the payment, all Loans accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on the Asset Sale Offer Payment Date; (5) that Lenders electing to have any Loans repaid pursuant to an Asset Sale Offer will be required to notify the Administrative Agent prior to the close of business on the third Business Day preceding the Asset Sale Offer Payment Date; (6) that Lenders will be entitled to withdraw their election to require the Borrowers to repay such Loans; provided that the Administrative Agent receives, not later than the close of business on the expiration date of the Asset Sale Offer, a facsimile transmission, electronic mail or letter setting forth the name of such Lender, the principal amount of Loans to be repaid, and a statement that such Lender is withdrawing its election to have such Loans repaid; (7) that, to the extent that the aggregate principal amount of Loans or the other Pari Passu Obligations accepted for repayment or surrendered by holders thereof exceeds the amount of Excess Proceeds exceeds $10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, the Company shall Administrative Agent will apply an amount (the "Asset Sale Offer Amount") equal to the Excess Proceeds as set forth under the last sentence of Section 2.06(b)(ii); and (8) the other instructions, as determined by the Administrative Borrower or as reasonably requested by the Administrative Agent, consistent with this Section 2.06(b), that a Lender must follow in order to have its Loans repaid. The notice, if delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the repurchase Lender receives such notice. If (x) the notice is delivered in a manner herein provided and (y) any Lender fails to receive such notice or a Lender receives such notice but it is defective, such Lender’s failure to receive such notice or such defect shall not affect the validity of the Notes and such other Indebtedness ranking on a parity with proceedings for the Notes and with provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) repayment of the Notes and Loans as to all other Lenders that properly received such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period")notice without defect.

Asset Sale. The Company or Subject to certain exceptions set forth in the Parent Indenture, the Issuers shall not not, and shall not permit any of their respective Subsidiaries Restricted Subsidiary to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, make any of their property, business or assets, including by merger or consolidation (in the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether by the Company or the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), Sale unless: (1i) such Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale not less than the fair market value of the assets subject to such Asset Sale (as determined by the Company's Managers in good faith); (ii) at least 75% of the total consideration for such Asset Sale or series is in the form of related Asset Sales consists of either (a) cash or Cash EquivalentsEquivalents or liabilities of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or any Subsidiary Guaranty) that are assumed by the transferee of such assets (provided, that following such Asset Sale, there is no further recourse to the Company or the Restricted Subsidiaries or the Company and the Restricted Subsidiaries are fully indemnified with respect to such liabilities; provided, further, that with respect the 75% limitation set forth in this clause (ii) of this paragraph shall not apply to any proposed Asset Sale for which an independent certified accounting firm has certified to the sale Managers of one or more hotel properties, up to 75% the Company and the Trustee that the after-tax cash portion of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and to be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent and the Company determine in good faith that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale. In the event and to the extent that immediately following any Asset Sale the Net Cash Proceeds received by the Company or such Restricted Subsidiary in such proposed Asset Sale is equal to or greater than what the Parent or any of their respective Subsidiaries from net after-tax cash proceeds would have been had such proposed Asset Sale, plus Sale complied with the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and 75% limitation set forth in this clause (ii) within of this paragraph), or (b) assets of the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that type described in clause (iii)(a) below; and (iii) within 360 days following of such Asset Sale, the Net Cash Proceeds therefrom thereof are (the "Asset Sale Amount") shall be: (1a) invested in assets and property (except in connection with related to the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business business of the Company or the Parent Restricted Subsidiaries (which, in the case of an Asset Sale of the Diamond Jo or any replacement Gaming Vessel (a "Replacement Vessel"), xxxx be a Gaming Vessel having a fair market value, as determined by an independent appraisal, at least equal to the fair market value of the Diamond Jo or such Subsidiary Replacement Vessel immediately preceding such Xxxxx Xxle), (if it continues b) applied to be a Subsidiaryrepay Indebtedness under Purchase Money Obligations incurred in connection with the assets so sold, (c) immediately following such transactionapplied to repay Indebtedness under the Senior Credit Facility and permanently reduce the commitment thereunder in the amount of the Indebtedness so repaid or (d) to the extent not used as provided in clauses (a), (b), or (2c) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(b) of the Indenture. Pending the final application of or this paragraph or any Net Cash Proceedscombination thereof, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth above shall constitute "Excess Proceeds." Within 30 days after the date that the amount of Excess Proceeds exceeds $10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal to the Excess Proceeds to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer Notes as described below (subject only to conditions required by applicable law, if any) (pro rata 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 then outstanding) (the "Asset Sale Excess Proceeds Offer") at a purchase price ); provided, that the Company shall not be required to make an Excess Proceeds Offer until the amount of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period")Excess Proceeds is greater than $10,000,000.

Asset Sale. The Company If the Borrower, any Bond Issuer or any Restricted Subsidiary makes any Asset Sale, unless, cumulatively: (a) the Parent shall not and shall not permit any Borrower, such Bond Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of their respective Subsidiaries to, in one or a series such Asset Sale at least equal to the Fair Market Value of related transactions, convey, sell, transfer, assign the assets sold or otherwise dispose disposed of, directly or indirectly, any of their property, business or assets, including by merger or consolidation ; and (in the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether by the Company or the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: (1b) at least 75% (seventy-five percent) of the total consideration for therefor received by the Borrower, such Asset Sale Bond Issuer or series of related Asset Sales consists such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; providedprovided that the amount of clauses (i) to (v) below will be deemed to be Cash Equivalents for purposes of this clause XVI and for no other purpose: (i) any liabilities (as shown on the Borrower’s, such Bond Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on such balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Borrower, such Bond Issuer or such Restricted Subsidiary), of the Borrower, such Bond Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Loans, that with respect are assumed by the transferee of any such assets and for which the Borrower, the Guarantors (including the Bond Issuers) and all Restricted Subsidiaries have been unconditionally released from further liabilities by all creditors or their representatives in writing; (ii) any securities, notes or other obligations received by the Borrower, such Bond Issuer or such Restricted Subsidiary from such transferee that are converted by the Borrower, such Bond Issuer or such Restricted Subsidiary into cash or Cash Equivalents (to the sale of one or more hotel properties, up to 75% extent of the consideration may consist of Indebtedness cash or Cash Equivalents received) within 180 (one hundred eighty) days of the purchaser later of such hotel properties so long as Asset Sale and the day of their receipt; (iii) any Designated Noncash Consideration received by the Borrower, such Indebtedness is secured by a first priority Lien on Bond Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that at any one time outstanding, does not exceed the hotel property or properties soldgreater of (A) US$100,000,000.00 (one hundred million Dollars); and (2B) no Default or Event 4% (four percent) of Default shall have occurred and be continuing at the time of, or would occur after giving effect, Consolidated Net Tangible Assets (calculated on a pro forma basisbasis for the most recently ended Test Period on the date of such disposition for which Vrio Financial Statements are available), at the time of receipt of such Designated Noncash Consideration, with the Fair Market Value of each item of Designated Noncash Consideration being measured by the Borrower, such Bond Issuer or such Restricted Subsidiary at the time received and without giving effect to subsequent changes in value; (iv) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Borrower, the Guarantors and the Restricted Subsidiaries are released by all creditors or their representatives in writing from any guarantee of payment of such Indebtedness in connection with the Asset Sale; and Continuation of “Bank Credit Note No. [•]”. (3v) the Parent and the Company determine in good faith that the consideration Fair Market Value of Replacement Assets received by the ParentBorrower, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale. In the event and to the extent that immediately following any Asset Sale the Net Cash Proceeds received by the Company or the Parent or any of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") shall be: (1) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of the Company or the Parent Bond Issuer or such Subsidiary Restricted Subsidiary; and (if it continues to be c) the Borrower makes a Subsidiary) immediately following such transaction, prepayment or (2) used to retire Indebtedness incurred under applies the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred proceeds pursuant to Section 4.7(b) of 4.5 above, unless, within the Indenture. Pending the final application of any Net Cash ProceedsReinvestment Period, the Company Borrower, such Bond Issuer or such Restricted Subsidiary, as the Parent case may temporarily reduce revolving credit borrowings or otherwise invest be, applies the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth above shall constitute "Excess Proceeds." Within 30 days after the date that the amount of Excess Proceeds exceeds $10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal to the Excess Proceeds to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to in a cash offer (subject only to conditions required by applicable law, if any) (pro rata 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 then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period")Permitted Reinvestment.

Asset Sale. The Company or the Parent shall not not, and shall not permit any of their respective Subsidiaries Restricted Subsidiary to, in one or a series of related transactionsconsummate any Asset Sale, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation unless (in i) the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether consideration received by the Company or such Restricted Subsidiary is at least equal to the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any fair market value of the foregoing, an "Asset Sale"), unless: assets sold or disposed of and (1ii) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales received consists of cash or Temporary Cash Equivalents; provided, that with respect to Investments or the sale of one or more hotel properties, up to 75% of the consideration may consist assumption of Indebtedness of the purchaser Company or any Restricted Subsidiary (other than Indebtedness to the Company or any Restricted Subsidiary), PROVIDED that the Company or such Restricted Subsidiary is irrevocably and unconditionally released from all liability under such Indebtedness. Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries will be permitted to consummate a Permitted Asset Swap without complying with such paragraph if (i) immediately after giving effect to such Permitted Asset Swap, the Company could Incur least $1.00 of such hotel properties so long additional Indebtedness pursuant Section 4.07 of the Indenture and (ii) the Company or the applicable Restricted Subsidiary, as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing case may be, receives assets at the time of, or would occur after giving effect, on of such Permitted Asset Swap of a pro forma basis, value at least equal to such Asset Sale; and (3) the Parent and the Company determine in good faith that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale. In of the assets or other property sold or otherwise disposed of (as evidenced by a resolution of the Company's Board of Directors set forth in an Officers' Certificate delivered to the Trustee, or, in the event that the fair market value of such Permitted Asset Swap exceeds $100.0 million, such fair market value has been determined by a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and to conditions of the extent that immediately following type of transaction contemplated thereby). Within twelve months after the receipt of any Asset Sale the Net Cash Proceeds received by the Company from one or the Parent or any of their respective Subsidiaries from such more Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) Sales occurring on or after the Issue Date Closing Date, the Company shall or shall cause the relevant Restricted Subsidiary to: (i)(A) apply an amount equal to such Net Cash Proceeds to permanently repay Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries; EXHIBIT 4.9 or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) within apply (no later than the 360end of the 12-day month period proceeding referred to in clause (i)(B)) such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the excess Net Cash Proceeds therefrom (to the "Asset Sale Amount"extent not applied pursuant to clause (i)) shall be: (1) invested as provided in assets and property (except in connection with the acquisition following paragraph of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the this paragraph 8(b). The amount of such Indebtedness permitted excess Net Cash Proceeds required to be incurred pursuant applied (or to Section 4.7(bbe committed to be applied) during such 12-month period as set forth in clause (i) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales preceding sentence and not applied as set forth above so required by the end of such period shall constitute "Excess Proceeds." Within 30 days after If, as of the date that first day of any calendar month, the aggregate amount of Excess Proceeds exceeds not theretofore subject to an Offer to Purchase pursuant to this paragraph 8(b) totals at least $10 10.0 million (or at least $25 million in the event that at such time there is no Indebtedness of the Company or its Restricted Subsidiaries outstanding that is PARI PASSU with or subordinated in right of payment to the Notes with a comparable limitation of less than $25 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds), the Company shall apply must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders (and if required by the terms of any Pari Passu Indebtedness, from the holders of such Pari Passu Indebtedness) on a PRO RATA basis an aggregate principal amount of Notes (the "Asset Sale Offer Amount"and Pari Passu Indebtedness) equal to the Excess Proceeds to the repurchase of the Notes and on such other Indebtedness ranking on a parity with the Notes and with provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable lawdate, if any) (pro rata 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 then outstanding) (the "Asset Sale Offer") at a purchase price of equal to 100% of the principal amount (or accreted value thereof, PLUS, in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with each case, accrued and unpaid interest and Liquidated DamagesAdditional or Special Interest, if any, to the date Payment Date. If the aggregate principal amount of paymentNotes and any such Pari Passu Indebtedness tendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and Pari Passu Indebtedness shall be purchased on a PRO RATA basis. Each Asset Sale Offer Upon the completion of any such Offers to Purchase, regardless of the amount of Notes validly tendered, the amount of Excess Proceeds shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period")be reset to zero.

Asset Sale. The Company or Not later than the Parent shall not and shall not permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance third Business Day following receipt of any Equity Interests Net Cash Proceeds of any Subsidiary, whether by the Company or the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: (1) at least 75the Borrowers shall prepay outstanding Loans in an amount equal to 100% of the total consideration for Net Cash Proceeds received with respect thereto (subject to the provisions regarding application of prepayments set forth below), provided that no such prepayment shall be required hereunder unless, and only to that extent that, the aggregate Net Cash Proceeds of such Asset Sale exceed $1,000,000. Amounts to be applied pursuant to this Section 2.7(b)(iii) shall be applied first to the Term Loans (ratably to the Initial Term Loans and the Incremental Term Loans, in each case, in accordance with the principal amounts thereof), with such prepayment applied ratably to reduce all remaining outstanding installments thereof, second to Swing Line Loans, third to Revolving Loans that are Floating Rate Loans and fourth to Revolving Loans that are Eurocurrency Loans, in each case, together with accrued interest on the Loans being prepaid. All prepayments required by this Section 2.7(b)(iii) shall be subject to the payment of any funding indemnification amounts required by Section 3.4, but without penalty or series premium. On each date on which a prepayment of related Asset Sales consists Revolving Loans under this Section 2.7(b)(iii) is required, or would be required but for the fact that no Revolving Loans are then outstanding: (A) the Aggregate Revolving Loan Commitment shall be reduced, ratably among the Revolving Lenders, in an amount equal to the total amount of cash or Cash Equivalentsthe required prepayment, regardless of whether sufficient Revolving Loans are outstanding for such amount to be applied as a prepayment; provided, that (1) no such reduction shall be required in connection with respect any Asset Sale permitted pursuant to clause (xiii) of Section 6.13 and (2) such reduction shall be required only to the sale of one or more hotel properties, up to 75% of extent the consideration may consist of Indebtedness of the purchaser amount of such hotel properties required prepayment, in the aggregate with all other required prepayments pursuant to this paragraph (iii) since the First Amendment Effective Date (other than required prepayments described in the foregoing clause (1)), exceeds $25,000,000, (B) if, after giving effect the reduction required pursuant to clause (A) above, the aggregate undrawn stated amount under all Facility LCs outstanding at such time exceeds the Aggregate Revolving Loan Commitment, the Company shall pay to the Agent an amount equal to such excess, which funds shall be held in the Facility LC Collateral Account for so long as such Indebtedness is secured by excess shall exist, subject to Section 8.1 in the event that a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Salecontinuing; and (3C) the Parent and the Company determine in good faith that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale. In the event and shall deliver to the extent that immediately following any Asset Sale Agent a certificate signed by a Financial Officer setting forth in reasonable detail the Net Cash Proceeds received by the Company or the Parent or any calculation of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") shall be: (1) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted prepayment and/or reduction in Aggregate Revolving Loan Commitment. Notwithstanding the foregoing, so long as no Default has occurred and is then continuing and at the Company’s option, the Agent shall hold all prepayments pursuant to this clause (iii) to be incurred pursuant applied to Section 4.7(b) Eurocurrency Loans in escrow for the benefit of the Indenture. Pending Lenders and (x) the final application Agent shall release such amounts upon the earlier of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth above shall constitute "Excess Proceeds." Within 30 (1) thirty days after the date of such prepayment (provided that the amount Borrowers shall make all payments under Section 3.4 resulting therefrom) and (2) expiration of Excess Proceeds exceeds $10 millionthe Interest Periods applicable to any such Eurocurrency Loans being prepaid, which date (y) interest shall continue to accrue on such Eurocurrency Loans until such time as such prepayments are released from escrow and applied to reduce such Eurocurrency Loans and (z) the aggregate outstanding principal balance of the Eurocurrency Loans to prepaid upon such release from escrow shall not be prior to 390 days included in any calculation of Consolidated Indebtedness from and after the Asset Sale date such funds are placed in escrow; provided, however, that generated upon the occurrence and continuance of a Default, such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal escrowed amounts may be applied to Eurocurrency Loans without regard to the Excess Proceeds to expiration of any Interest Period and the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with provisions requiring the Company to Borrowers shall make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata 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 then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period")all payments under Section 3.4 resulting therefrom.

Asset Sale. The Company or (a) Borrower has informed Administrative Agent and the Parent shall not Lenders that Borrower intends to enter into a purchase and shall not permit any of their respective Subsidiaries tosale agreement with OneEnergy Partners, in one or a series of related transactionsLLC (the “Buyer”), conveypursuant to which Borrower will sell to the Buyer, selland the Buyer will purchase from Borrower, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (Borrower’s interests in the case of a Subsidiary or Unrestricted SubsidiaryState GC 1 and State GC 2 wxxxx located in Lea County, New Mexico and other associated assets as more fully described therein (such transaction, the “Subject Sale”), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether by the Company or the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any . Each of the foregoing, an "Asset Sale"), unless: (1) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided, parties hereto acknowledges and agrees that with respect notwithstanding anything to the sale of one or more hotel propertiescontrary in the Credit Agreement, up Borrower shall be permitted to 75% of consummate the consideration may consist of Indebtedness of Subject Sale, subject to the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; conditions that (2i) no Default or Event of Default shall have occurred and be continuing exist at the time ofof the Subject Sale, either before or would occur immediately after giving effecteffect thereto, on a pro forma basisexcept as otherwise disclosed by Borrower to Administrative Agent, to such Asset Sale; and (3) the Parent and the Company determine in good faith that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale. In the event and to the extent that immediately following any Asset Sale the Net Cash Proceeds received by the Company or the Parent or any of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within Administrative Agent shall have received true and complete executed copies of the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") shall be: (1) invested in assets purchase and property (except sale agreement and any other documents or instruments executed and delivered in connection with the acquisition Subject Sale, each of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of in form and substance and on terms satisfactory to Administrative Agent in its sole discretion, (iii) the Company or net cash proceeds received by Borrower from the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(b) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth above shall constitute "Excess Proceeds." Within 30 days after the date that the amount of Excess Proceeds exceeds $10 million, which date Subject Sale shall not be prior less than $1,200,000, and (iv) the net cash proceeds from the Subject Sale shall, simultaneously with the closing thereof, be unconditionally and irrevocably paid to 390 days after Administrative Agent, for the Asset Sale that generated such Excess Proceedsbenefit of the Lenders, and shall be applied to prepay the Company shall apply an amount outstanding Revolving Loans. (the "Asset Sale Offer Amount"b) equal Subject to the Excess Proceeds terms and conditions of this Amendment, upon Administrative Agent’s receipt of the net cash proceeds from the Subject Sale in accordance with Section 6(a), Administrative Agent hereby agrees to, and is hereby authorized by the Lenders to, execute and deliver such documents and instruments as shall be required to release the Liens of Administrative Agent in the assets sold pursuant to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata 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 then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period")Subject Sale.

Asset Sale. The Company or Not later than the Parent shall not and shall not permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance third Business Day following receipt of any Equity Interests Net Cash Proceeds of any Subsidiary, whether by the Company or the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: (1) at least 75the Borrowers shall prepay outstanding Loans in an amount equal to 100% of the total consideration for Net Cash Proceeds received with respect thereto (subject to the provisions regarding application of prepayments set forth below); provided that no such Asset Sale or series prepayment shall be required hereunder unless, and only to that extent that, the aggregate Net Cash Proceeds of related Asset Sales consists during any four fiscal quarter period exceed 5% of cash or Cash EquivalentsConsolidated Assets (measured as of the last day of the most recently completed fiscal quarter); provided, further, that with respect no mandatory prepayment or reduction in Aggregate Revolving Loan Commitment shall be required pursuant to this Section 2.7(b)(iii) on account of such Net Cash Proceeds if, and to the sale extent that, the Company notifies the Agent in writing within three Business Days following receipt of one such Net Cash Proceeds of its or more hotel propertiesits Subsidiary’s good faith intention to apply such Net Cash Proceeds to the acquisition of other assets or Property to be used in its business within 120 days following the receipt of such Net Cash Proceeds, up with the amount of such Net Cash Proceeds unused after such 120-day period to 75% be treated as Net Cash Proceeds in accordance with this Section 2.7(b)(iii). Amounts to be applied pursuant to this Section 2.7(b)(iii) shall be applied first to the Term Loans (ratably to the Initial Term Loans and the Incremental Term Loans, in each case, in accordance with the principal amounts thereof), with such prepayment applied ratably to reduce all remaining outstanding installments thereof, second to Swing Line Loans, third to Revolving Loans that are Floating Rate Loans and fourth to Revolving Loans that are Eurocurrency Loans, in each case, together with accrued interest on the Loans being prepaid. All prepayments required by this Section 2.7(b)(iii) shall be subject to the payment of any funding indemnification amounts required by Section 3.4, but without penalty or premium. On each date on which a prepayment of Revolving Loans under this Section 2.7(b)(iii) is required, or would be required but for the fact that no Revolving Loans are then outstanding: (A) the Aggregate Revolving Loan Commitment shall be reduced, ratably among the Revolving Lenders, in an amount equal to the total amount of the consideration may consist required prepayment, regardless of Indebtedness of whether sufficient Revolving Loans are outstanding for such amount to be applied as a prepayment, (B) if, after giving effect the purchaser of reduction required pursuant to clause (A) above, the aggregate undrawn stated amount under all Facility LCs outstanding at such hotel properties time exceeds the Aggregate Revolving Loan Commitment, the Company shall pay to the Agent an amount equal to such excess, which funds shall be held in the Facility LC Collateral Account for so long as such Indebtedness is secured by excess shall exist, subject to Section 8.1 in the event that a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Salecontinuing; and (3C) the Parent and the Company determine in good faith that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale. In the event and shall deliver to the extent that immediately following any Asset Sale Agent a certificate signed by a Financial Officer setting forth in reasonable detail the Net Cash Proceeds received by the Company or the Parent or any calculation of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") shall be: (1) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted prepayment and/or reduction in Aggregate Revolving Loan Commitment. Notwithstanding the foregoing, so long as no Default has occurred and is then continuing and at the Company’s option, the Agent shall hold all prepayments pursuant to this clause (iii) to be incurred pursuant applied to Section 4.7(b) Eurocurrency Loans in escrow for the benefit of the Indenture. Pending Lenders and (x) the final application Agent shall release such amounts upon the earlier of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth above shall constitute "Excess Proceeds." Within 30 (1) thirty days after the date of such prepayment (provided that the amount Borrowers shall make all payments under Section 3.4 resulting therefrom) and (2) expiration of Excess Proceeds exceeds $10 millionthe Interest Periods applicable to any such Eurocurrency Loans being prepaid, which date (y) interest shall continue to accrue on such Eurocurrency Loans until such time as such prepayments are released from escrow and applied to reduce such Eurocurrency Loans and (z) the aggregate outstanding principal balance of the Eurocurrency Loans to be prepaid upon such release from escrow shall not be prior to 390 days included in any calculation of Consolidated Indebtedness from and after the Asset Sale date such funds are placed in escrow; provided, however, that generated upon the occurrence and continuance of a Default, such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal escrowed amounts may be applied to Eurocurrency Loans without regard to the Excess Proceeds to expiration of any Interest Period and the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with provisions requiring the Company to Borrowers shall make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata 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 then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period")all payments under Section 3.4 resulting therefrom.

Asset Sale. The Company or Subject to certain exceptions set forth in the Parent Indenture, the Issuers shall not and the Guarantors shall not not, and neither the Issuers nor the Guarantors shall permit any of their respective the Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, make any of their property, business or assets, including by merger or consolidation (in the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether by the Company or the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), Sale unless: (1i) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided, that with respect to and (ii) the sale Board of one or more hotel properties, up to 75% Directors of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent and the Company determine applicable Issuer determines in reasonable good faith that the consideration received by the Parent, the Company such Issuer or their respective Subsidiariessuch Subsidiary shall receive, as applicable, equals the fair market value for such Asset Sale. In For purposes of clause (i) of the event and preceding sentence the following shall be deemed to constitute cash or Cash Equivalents: (a) the amount of any Indebtedness or other liabilities (other than Indebtedness or liabilities that are by their terms subordinated to the extent Notes and the Guarantees) of the Issuers or such Subsidiary that immediately following are assumed by the transferee of any Asset Sale such assets so long as the Net Cash Proceeds documents governing such liabilities provide that there is no further recourse to the Issuers or any of the Subsidiaries with respect to such liabilities and (b) fair market value of any marketable securities, currencies, notes or other obligations received by the Company or the Parent Issuers or any such Subsidiary in exchange for any such assets that are converted into cash or Cash Equivalents within 30 days after the consummation of their respective Subsidiaries from such Asset Sale, plus the provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds of any other attributable to the original Asset Sale(s) Sale for which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within property was received. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "“Asset Sale Amount") ”), if used, shall be: (1a) (i) used to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale, or (ii) used to retire and permanently reduce Indebtedness incurred under the Credit Agreement; provided, that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount; or (b) invested in assets and property (other than notes, bonds, obligations and securities, except in connection with the acquisition of a Subsidiary which is a Guarantor Person in a Related Business, other than notes, bonds, obligation and securitiesBusiness which immediately following such acquisition becomes a Guarantor) which shall in the reasonable good faith judgment of the applicable Issuer’s Board of Directors will immediately constitute or be a part of a Related Business of the Company or the Parent Issuers or such Subsidiary Guarantor (if it continues to be a SubsidiaryGuarantor) immediately following such transactiontransaction (such assets or property the “Related Business Assets”); or (c) any combination of (a) or (b). All Net Cash Proceeds from an Event of Loss shall be used as follows: (1) first, the Issuers shall use such Net Cash Proceeds to the extent necessary to rebuild, repair, replace or restore the assets subject to such Event of Loss with comparable assets; and (2) then, to the extent any Net Cash Proceeds from an Event of Loss are not used as described in the preceding clause (1), all such remaining Net Cash Proceeds shall be reinvested or used as provided in the immediately preceding clause (a), (b) or (c). The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in clause (a), (b) or (c) of the immediately preceding paragraph and the accumulated Net Cash Proceeds from any Event of Loss not applied as set forth in clause (1) or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(b) of the Indenture. immediately preceding paragraph shall constitute “Excess Proceeds.” Pending the final application of any Net Cash Proceeds, the Company or the Parent Issuers may temporarily reduce revolving credit borrowings or otherwise invest or use for general corporate purposes the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated ; provided, however, that the Issuers may not use the Net Cash Proceeds from Asset Sales not applied as set forth above shall constitute "Excess Proceeds." Within 30 days after (x) to make Restricted Payments other than Restricted Payments that are solely Restricted Investments or (y) to make Permitted Investments pursuant to clause (a) of the date that the amount of Excess Proceeds exceeds $10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal to definition thereof. When the Excess Proceeds equal or exceed $5,000,000, the Issuers shall offer to repurchase the repurchase of the Notes and such Notes, together with any other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company Issuers to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata 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 then outstanding) (the "“Asset Sale Offer"”) at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) to the Asset Sale Purchase Date (as defined below) (the "“Asset Sale Offer Price"”) together with accrued and unpaid interest (and Liquidated Damages, if any, ) to the date Asset Sale Purchase Date. In order to effect the Asset Sale Offer, the Issuers shall promptly after expiration of payment. Each the 360-day period following the Asset Sale that produced such Excess Proceeds mail to each Holder of Notes notice of the Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "“Asset Sale Notice”), offering to purchase the Notes on a date (the “Asset Sale Purchase Date”) that is no earlier than 30 days and no later than 60 days after the date that the Asset Sale Notice is mailed, pursuant to the procedures required by the Indenture and described in the Asset Sale Notice. On the Asset Sale Purchase Date, the Issuers shall apply an amount equal to the Excess Proceeds (the “Asset Sale Offer Period")Amount”) plus an amount equal to accrued and unpaid interest (and Liquidated Damages, if any) to the purchase of all Indebtedness properly tendered in the Asset Sale Offer (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price, together with accrued and unpaid interest (and Liquidated Damages, if any) to the Asset Sale Purchase Date. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Issuers may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture. Following the consummation of each Asset Sale Offer in accordance with the provisions of the Indenture, the Excess Proceeds amount shall be reset to zero.

Asset Sale. The Subject to certain exceptions set forth in the Indenture, the Company or and the Parent Guarantors shall not not, and shall not permit any of their respective the Company's Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Guarantor or a Subsidiary or Unrestricted SubsidiarySubsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiaryof the Company's Subsidiaries or Unrestricted Subsidiaries, whether by the Company or the Parent or one of their respective its Subsidiaries or Unrestricted Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective the Company's Subsidiaries or Unrestricted Subsidiaries and including any sale and sale-leaseback transaction (any of the foregoing, an "Asset Sale"), unless: , with respect to any Asset Sale or related series of Asset Sales involving securities, property or assets with an aggregate fair market value in excess of $5,000,000 (1an Asset Sale (including a series of related Asset Sales) of less than $5,000,000 shall not be subject to this clause (b)), (a) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3b) the Parent and the Company determine Company's Board of Directors determines in good faith that the consideration received by the Parent, the Company will be receiving or their respective Subsidiariessuch Subsidiary will be receiving, as applicable, equals the fair market value for such Asset Sale. In Solely for purposes of the event preceding sentence, "cash and to Cash Equivalents" shall also include, (i) Purchase Money Indebtedness secured solely by the extent assets sold and assumed by a transferee; provided, that immediately following any the Company and its Subsidiaries are fully released from obligations in connection therewith, (ii) assets for use in a Related Business or Equity Interests of a Person that becomes a Guarantor which is primarily engaged in a Related Business, (iii) Indebtedness incurred under the Credit Agreement that is assumed by a transferee; provided that the Company and its Subsidiaries are fully released from obligations in connection with the amounts assumed and the assumed Indebtedness permanently reduced the Indebtedness under the Credit Agreement (and in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount), (iv) property that within 30 days of such Asset Sale the is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received by and (v) TMS Indebtedness; provided that the Company or and its Subsidiaries are fully released from obligations in connection with the Parent or any of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within amounts assumed. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") shall be: (1a) invested used (i) to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale; or (ii) to retire and permanently reduce Indebtedness incurred under the Credit Agreement; provided, that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount; or (b) used to make (i) capital expenditures or (ii) investments in assets and property (other than notes, bonds, obligations and securities, except in connection with the acquisition of a Subsidiary which is a Guarantor Person in a Related Business, other than notes, bonds, obligation and securitiesBusiness that becomes a Guarantor) which shall in the good faith reasonable judgment of the Company's Board of Directors will immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary Guarantor (if it continues to be a SubsidiaryGuarantor) immediately following such transaction; or the Company shall, or within such 360-day period, enter into a legally binding agreement to apply such Net Cash Proceeds as described in this clause (2b) used to retire Indebtedness incurred under within six months after such agreement is entered into and apply such Net Cash Proceeds in accordance with the Credit Agreement and to permanently reduce provisions of this clause (b); provided, that if such agreement terminates the amount Company shall have until the later of (i) 90 days after the date of such Indebtedness permitted to be incurred pursuant to Section 4.7(btermination and (ii) 360 days after the date of the IndentureAsset Sale resulting in such Net Cash Proceeds to effect such application. The accumulated Net Cash Proceeds from Asset Sales and from any Event of Loss not applied as set forth in the preceding paragraph shall constitute "Excess Proceeds." Pending the final application of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest or use for general corporate purposes (other than Restricted Payments that are not solely Restricted Investments) the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth above shall constitute "Excess Proceeds." Within 30 days after When the date that the amount of Excess Proceeds exceeds equal or exceed $10,000,000, within 10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, Business Days the Company shall apply an amount (offer to repurchase the "Asset Sale Offer Amount") equal to the Excess Proceeds to the repurchase of the Notes and such Notes, together with any other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (), pro rata in proportion to the respective principal amounts of such Indebtedness (or accreted values in the case of Indebtedness issued with an original issue discount) of and the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each The Asset Sale Offer shall remain open for at least 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply an amount equal to the Excess Proceeds (the "Asset Sale Offer Amount") plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture. Following the consummation of each Asset Sale Offer, the Excess Proceeds amount shall be reset to zero.

Asset Sale. The Company or and the Parent Subsidiary Guarantors shall not not, and shall not permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their its property, business or assets, including by merger or consolidation (in the case of a Subsidiary Guarantor or Unrestricted Subsidiarya Subsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company (other than directors' qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Subsidiary), whether by the Company or the Parent or one of their respective Subsidiaries a Subsidiary or through the issuance, sale or transfer of Equity Interests by one a Subsidiary of their respective Subsidiaries or Unrestricted Subsidiaries the Company, and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: unless (1l)(a) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent and the Company determine in good faith that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale. In the event and to the extent that immediately following any Asset Sale the Net Cash Proceeds received by the Company or the Parent or any of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Offer Amount") shall be: are applied (1i) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(b) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth above shall constitute "Excess Proceeds." Within 30 within 180 days after the date that of such Asset Sale to the amount optional redemption of Excess Proceeds exceeds $10 millionthe Notes in accordance with the terms of this Indenture and other Indebtedness of the Company ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds for asset sales, which date shall not be prior pro rata in proportion to 390 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 then outstanding or (ii) within 210 days after the date of such Asset Sale that generated such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal to the Excess Proceeds to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale for asset sales pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata 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 then outstandingproperly tendered) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment, made within 180 days of such Asset Sale or (b) within 180 days following such Asset Sale, the Asset Sale Offer Amount is (i) invested (or committed, pursuant to a binding commitment subject only to reasonable, customary closing conditions, to be invested, and in fact is so invested, within an additional 90 days) in assets and property (except in connection with the acquisition of a Wholly Owned Subsidiary in a Related Business, other than notes, bonds, obligation and securities) which in the good faith reasonable judgment of the Board of Directors of the Company will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction or in Restricted Investments permitted by Section 4.9 of the Indenture; provided that proceeds from Asset Sales effected by a Subsidiary Guarantor or a Canadian Subsidiary may not be reinvested in a Foreign Subsidiary which is not a Canadian Subsidiary or (ii) used to retire Purchase Money Indebtedness or Senior Debt and to permanently reduce (in the case of Senior Debt that is not Purchase Money Indebtedness) the amount of such Indebtedness outstanding on the Issue Date or permitted pursuant to paragraph (b) (but only to the extent that such paragraph (b) relates to revolving credit borrowings under the Credit Agreement and the Canadian Credit Agreement), (c) or (d), as applicable, of Section 4.7 of the Indenture (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount); provided that any proceeds from Asset Sales effected by a Subsidiary Guarantor or a Canadian Subsidiary may not be used to retire Indebtedness of or make an Investment in any Foreign Subsidiary which is not a Canadian Subsidiary, except to the extent allowable pursuant to clause (h) of the definition of Permitted Investment, (2) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents, (3) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to, such Asset Sale, and (4) the Board of Directors of the Company determines in good faith that the Company or such Subsidiary, as applicable, receives the fair market value for such Asset Sale. Each An acquisition of Notes pursuant to an Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not applied to the uses and in the time periods set forth in 1(a)(i) or 1(b) above (the "Excess Proceeds") exceeds $10,000,000 and that each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Pending application of the Net Cash Proceeds pursuant to Section 4.13 of the Indenture, such Net Cash Proceeds shall be invested in Permitted Investments (other than pursuant to clause (a), (e) or (h) of the definition thereof) or used to reduce outstanding loans under any working capital facility. Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds for general corporate purposes as otherwise permitted by this Indenture and following each Asset Sale Offer the Excess Proceeds amount shall be reset to zero. For purposes of (2) in the preceding paragraph, total consideration received means the total consideration received for such Asset Sales minus the amount of (a) Purchase Money Indebtedness secured solely by the assets sold and assumed by a transferee and Senior Debt assumed by the transferee, provided in each case that the Company, the Guarantors and their Subsidiaries are released from all obligations in connection therewith and (b) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received.

Asset Sale. The Company or the Parent shall not and shall not permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether by the Company or procure that on each date upon which the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any of its Subsidiaries (other than a member of the foregoingCEAL Group to which the CEAL Exception Conditions apply) receives Net Sale Proceeds from any Asset Sale (including, for the avoidance of doubt, in relation to any sale, lease or disposal of CEAL or all or substantially all of the assets of the CEAL Group) , an "Asset Sale"), unless: (1) at least 75% amount equal to 100 per cent. of the total consideration for Net Sale Proceeds from such Asset Sale shall be applied in accordance with Clause 13.3 (Application of Mandatory Prepayments) provided that (save in respect of any Asset Sale in relation to any sale, lease or series disposal of related Asset Sales consists of cash CEAL or Cash Equivalents; provided, that with respect to the sale of one all or more hotel properties, up to 75% substantially all of the consideration may consist of Indebtedness assets of the purchaser of such hotel properties CEAL Group), so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default then exists, up to €50,000,000 of the Net Sale Proceeds of Asset Sales (other than in relation to any sale, lease or disposal of CEAL or all or substantially all of the assets of the CEAL Group) effected in accordance with Clause 26.2 (Consolidation, Merger, Purchase or Sale of Assets, etc.) shall have occurred and not be continuing at required to be applied in accordance with Clause 13.3 (Application of Mandatory Prepayments) on the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) date of the Parent and the Company determine in good faith that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale. In the event and receipt thereof to the extent that immediately following any Asset such Net Sale Proceeds shall be used (A) to effect Permitted Acquisitions, (B) to purchase replacement equipment and/or (C) make additional Capital Expenditures, in each case in accordance with the Net Cash Proceeds received by the Company or the Parent or any requirements of their respective Subsidiaries from such Asset Salethis Agreement, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Saledate and if all or any portion of such Net Sale Proceeds not so required to be applied are not so utilised within 360 days after the date of the receipt of such Net Sale Proceeds, then such remaining portion shall be applied on the date falling 360 days after the date of receipt of such Net Sale Proceeds in accordance with the requirements of this paragraph (b). Concurrently with each delivery of financial statements pursuant to paragraph (a) (Quarterly Financial Statements) or (b) (Annual Financial Statements) of Clause 23.1 (Information Covenants), the Net Cash Proceeds therefrom (Parent shall also deliver a certificate setting forth in reasonable detail the "Asset Sale Amount") shall be: calculation of: (1) invested in assets the dates and property amount of Net Sale Proceeds for each Assets Sale which occurred during the respective fiscal quarter or year, which Net Sale Proceeds were not applied to repay principal of Term Facility Outstandings (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securitiesor to reduce Commitments) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary pursuant to this paragraph (if it continues to be a Subsidiary) immediately following such transaction, or b)); (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(b) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Sale Proceeds from Asset Sales not previously effected (identifying the date of the respective Asset Sales) applied during the respective fiscal quarter or year pursuant to this paragraph (b); and (3) any amount of Net Sale Proceeds in respect of which the 360 day period referenced above has lapsed during the respective fiscal quarter or year without the Net Sale Proceeds having been applied as set forth above shall constitute "Excess Proceeds." Within 30 days after contemplated by this paragraph (b). Notwithstanding anything to the date that contrary above, in cases where the amount required to be repaid by any Borrower on any date pursuant to the foregoing would be less than €1,000,000, the relevant Borrower may defer the required repayment until the first date upon which the aggregate amount which would be required to be applied pursuant to this paragraph (b) would equal or exceed €1,000,000. For the avoidance of Excess doubt any Net Sale Proceeds exceeds $10 million, held in escrow with a commercial bank which date is a Lender with a rating of A1/P1 from S&P shall not be prior required to 390 days after the Asset be applied in accordance with Clause 13.3 (Application of Mandatory Prepayments) until such Net Sale that generated such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal to the Excess Proceeds to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds are released from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata 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 then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period")escrow.

Asset Sale. The Company Notwithstanding anything in this Agreement to the ------------ contrary, at the earlier to occur of (a) the final decision of any of the Gaming Regulatory Authorities denying approval of the Spin Off and (b) June 30, 1998, OpCo shall have the right to purchase from CHCI, and CHCI shall have the right to sell to OpCo or OpCo's designee, the Parent Hospitality Assets (the "Asset Sale") for a purchase price equal to the product of (i) the aggregate number of shares of OpCo Preferred Stock deliverable pursuant to Sections 1.03 (including in respect of accrued dividends as provided therein) and 1.04 and (ii) the Current Market Price of a Paired Share at that date. Such purchase price may be paid, at OpCo's option, in cash or in Paired Shares valued at such Current Market Price, provided that such shares have been registered for issuance and sale under the Securities Act pursuant to a registration statement which has been declared effective on or prior to the Closing Date so that such Paired Shares are freely tradeable for at least ninety (90) days after issuance. In the event of an Asset Sale, OpCo and CHCI shall cooperate and use their reasonable best efforts to consummate the transaction in a manner which preserves the other economic terms of this Agreement to the greatest possible extent (except that Section 2.03 shall not and shall be applicable). In the event that the Asset Sale has not permit any been consummated within 90 days after the occurrence of their respective Subsidiaries toeither of the events in clause (a) or (b) above (including, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Subsidiary or Unrestricted Subsidiaryclause (b), and including any sale as may be extended pursuant to the next paragraph below), OpCo shall have the option to purchase for cash the Leasehold Agreements set forth in Schedule 9.03 at the values thereof set forth in such Schedule. At REIT's option, REIT may exercise OpCo's purchase rights or other transfer or issuance assume OpCo's obligation to purchase hereunder. Unless a final decision of any Equity Interests of any Subsidiary, whether by the Company or the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: (1) at least 75% Gaming Regulatory Authorities denying approval of the total consideration Spin Off has been rendered as of June 30, 1998, then, for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness CHCI is secured by a first priority Lien on using its reasonable best efforts to obtain the hotel property or properties sold; (2) no Default or Event consents of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent and the Company determine in good faith that the consideration received by the ParentGaming Regulatory Authorities, the Company or their respective Subsidiariesdate in clause (b) above shall be extended until September 30, 1998 (the date, as so extended, if applicable, equals the fair market value for such Asset Sale. In the event and to the extent that immediately following any Asset Sale the Net Cash Proceeds received by the Company or the Parent or any of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") shall be: (1) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(b) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth above shall constitute "Excess Proceeds." Within 30 days after the date that the amount of Excess Proceeds exceeds $10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal to the Excess Proceeds to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata 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 then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer PeriodTermination Date").

Asset Sale. The Subject to certain exceptions set forth in the Indenture, the Company or and the Parent Guarantors shall not not, and shall not permit any of their respective the Company’s Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Guarantor or a Subsidiary or Unrestricted SubsidiarySubsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiaryof the Company’s Subsidiaries or Unrestricted Subsidiaries, whether by the Company or the Parent or one of their respective its Subsidiaries or Unrestricted Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective the Company’s Subsidiaries or Unrestricted Subsidiaries and including any sale and sale-leaseback transaction (any of the foregoing, an "“Asset Sale"”), unless: , with respect to any Asset Sale or related series of Asset Sales involving securities, property or assets with an aggregate fair market value in excess of $5,000,000 (1an Asset Sale (including a series of related Asset Sales) of less than $5,000,000 shall not be subject to this clause (b)), (a) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3b) the Parent and the Company determine Company’s Board of Directors determines in good faith that the consideration received by the Parent, the Company will be receiving or their respective Subsidiariessuch Subsidiary will be receiving, as applicable, equals the fair market value for such Asset Sale. In Solely for purposes of the event preceding sentence, “cash and to Cash Equivalents” shall also include, (i) Purchase Money Indebtedness secured solely by the extent assets sold and assumed by a transferee; provided, that immediately following any the Company and its Subsidiaries are fully released from obligations in connection therewith, (ii) assets for use in a Related Business or Equity Interests of a Person that becomes a Guarantor which is primarily engaged in a Related Business, (iii) Indebtedness incurred under the Credit Agreement that is assumed by a transferee; provided that the Company and its Subsidiaries are fully released from obligations in connection with the amounts assumed and the assumed Indebtedness permanently reduced the Indebtedness under the Credit Agreement (and in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount), (iv) property that within 30 days of such Asset Sale the is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received by and (v) TMS Indebtedness; provided that the Company or and its Subsidiaries are fully released from obligations in connection with the Parent or any of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within amounts assumed. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "“Asset Sale Amount"”) shall be: (1a) invested used (i) to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale; or (ii) to retire and permanently reduce Indebtedness incurred under the Credit Agreement; provided, that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount; or (b) used to make (i) capital expenditures or (ii) investments in assets and property (other than notes, bonds, obligations and securities, except in connection with the acquisition of a Subsidiary which is a Guarantor Person in a Related Business, other than notes, bonds, obligation and securitiesBusiness that becomes a Guarantor) which shall in the good faith reasonable judgment of the Company’s Board of Directors will immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary Guarantor (if it continues to be a SubsidiaryGuarantor) immediately following such transaction; or the Company shall, or within such 360-day period, enter into a legally binding agreement to apply such Net Cash Proceeds as described in this clause (2b) used to retire Indebtedness incurred under within six months after such agreement is entered into and apply such Net Cash Proceeds in accordance with the Credit Agreement and to permanently reduce provisions of this clause (b); provided, that if such agreement terminates the amount Company shall have until the later of (i) 90 days after the date of such Indebtedness permitted to be incurred pursuant to Section 4.7(btermination and (ii) 360 days after the date of the IndentureAsset Sale resulting in such Net Cash Proceeds to effect such application. The accumulated Net Cash Proceeds from Asset Sales and from any Event of Loss not applied as set forth in the preceding paragraph shall constitute “Excess Proceeds.” Pending the final application of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest or use for general corporate purposes (other than Restricted Payments that are not solely Restricted Investments) the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth above shall constitute "Excess Proceeds." Within 30 days after When the date that the amount of Excess Proceeds exceeds equal or exceed $10,000,000, within 10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, Business Days the Company shall apply an amount (offer to repurchase the "Asset Sale Offer Amount") equal to the Excess Proceeds to the repurchase of the Notes and such Notes, together with any other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (), pro rata in proportion to the respective principal amounts of such Indebtedness (or accreted values in the case of Indebtedness issued with an original issue discount) of and the Notes and such other Indebtedness then outstanding) (the "“Asset Sale Offer"”) at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "“Asset Sale Offer Price"”) together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each The Asset Sale Offer shall remain open for at least 20 Business Days following its commencement (the "“Asset Sale Offer Period"”). Upon expiration of the Asset Sale Offer Period, the Company shall apply an amount equal to the Excess Proceeds (the “Asset Sale Offer Amount”) plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture. Following the consummation of each Asset Sale Offer, the Excess Proceeds amount shall be reset to zero.

Asset Sale. The Company or the Parent Solectron shall not not, and shall not permit any of their respective Subsidiaries toits Restricted Subsidiaries, in one to consummate an Asset Sale, unless: (1) Solectron (or a Restricted Subsidiary) receives consideration from the Asset Sale, which, at the time of the Asset Sale, is at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; (2) if such Asset Sale, or any series of related transactionsAsset Sales, conveyis for assets with a fair market value in excess of $50,000,000, sell, transfer, assign the fair market value is determined by Solectron’s or otherwise dispose of, directly or indirectly, any Financeco’s Board of their property, business or assets, including Directors and evidenced by merger or consolidation (in the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether by the Company or the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any resolution of the foregoing, Board of Directors set forth in an "Asset Sale"), unless: Officers’ Certificate delivered to the trustee; and (13) at least 75% of the total consideration for received in the Asset Sale by Solectron or such Restricted Subsidiary consists of cash, Cash Equivalents or Replacement Assets. For purposes of this Section 8(b)(3), each of the following will be deemed to be cash: (A) any liabilities (other than contingent liabilities and liabilities that are by their terms subordinated to the notes), as shown on Solectron’s most recent Consolidated balance sheet, of Solectron or any Restricted Subsidiary that are assumed by the transferee of any such assets pursuant to an agreement that expressly releases or indemnifies Solectron or such Restricted Subsidiary from further liability; (B) securities, assets or property that within 90 days of such Asset Sale is converted, sold or series of related Asset Sales consists of exchanged by Solectron or such Restricted Subsidiary into cash, Cash Equivalents or Replacement Assets; provided that any such cash or and Cash Equivalents; provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long Equivalents shall be treated as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent and the Company determine in good faith that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale. In the event and to the extent that immediately following any Asset Sale the Net Cash Proceeds received by attributable to the Company or the Parent or original Asset Sale for which such property was received; and (C) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of their respective Subsidiaries from such Asset Sale, plus if Solectron and all of its Restricted Subsidiaries immediately are released from all Guarantees, if applicable, of payments or other Obligations with respect to such Indebtedness and such Indebtedness is no longer the Net Cash Proceeds liability of the Solectron or any other Asset Sale(s) which occurred (i) on or of its Restricted Subsidiaries. Within 360 days after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") shall be: (1) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(b) of the Indenture. Pending the final application receipt of any Net Cash Proceeds from an Asset Sale, Solectron or such Restricted Subsidiary may apply those cash Net Cash Proceeds: (a) to permanently repay Indebtedness and other Obligations under the Credit Agreements, any Senior Debt of Solectron or any Indebtedness of any Restricted Subsidiary of Solectron (other than Financeco) or any Senior Debt of Financeco and if the Company or the Parent may temporarily reduce Indebtedness repaid is revolving credit borrowings Indebtedness, to correspondingly reduce commitments with respect thereto; (b) to acquire all or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth above shall constitute "Excess Proceeds." Within 30 days after the date that the amount of Excess Proceeds exceeds $10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal to the Excess Proceeds to the repurchase substantially all of the Notes and such other Indebtedness ranking on a parity with the Notes and with provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case assets of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period").another Permitted Business; or;

Asset Sale. The Company Consummate an Asset Sale unless: (a) the Borrower (or the Parent shall not and shall not permit any Restricted Subsidiary, as the case may be) receives consideration at the time of their respective Subsidiaries to, in one the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or a series of related transactions, convey, sell, transfer, assign Equity Interests issued or sold or otherwise dispose disposed of, directly or indirectly, any of their property, business or assets, including by merger or consolidation ; and (in the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether by the Company or the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: (1b) at least 75% of the total consideration for such received in the Asset Sale by the Borrower or series of related Asset Sales consists such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash: (i) any liabilities, as shown on the Borrower’s most recent consolidated balance sheet, of the Borrower or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Loans or any Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation or indemnity agreement that releases the Borrower or such Restricted Subsidiary from or indemnifies against further liability; (ii) any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Borrower or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; providedand (iii) any Designated Non-cash Consideration received by the Borrower or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of (x) $55.0 million and (y) 1.75% of Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value). Notwithstanding the foregoing, no Loan Party shall consummate, or permit the consummation of an Asset Sale or other disposition or transfer, directly or indirectly, with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent and the Company determine in good faith that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale. In the event and to the extent that immediately following any Asset Sale the Net Cash Proceeds received by the Company or the Parent or any of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on any Equity Interests of Coeur Alaska, Coeur Rochester or after the Issue Date and Wharf and/or (ii) within any or all of the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assetsassets or Property comprising the Kensington Mine, the Indenture provides that within 360 days following such Asset Sale, Rochester Mine or the Net Cash Proceeds therefrom (the "Asset Sale Amount") shall be: (1) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related BusinessWharf Mine, other than notes, bonds, obligation and securities(x) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, any Permitted Collateral Mine Asset Sale or (2y) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(bany transaction described in clause (b) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth above shall constitute "Excess Proceeds." Within 30 days after the date that the amount of Excess Proceeds exceeds $10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal to the Excess Proceeds to the repurchase last sentence of the Notes and such other Indebtedness ranking on a parity with the Notes and with provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such definition of “Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata Sale” 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 then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period")Section 1.01.

Asset Sale. The Company or and the Parent Guarantors shall not not, and neither the Company nor the Guarantors shall not permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, lease, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Guarantor or a Subsidiary or Unrestricted Subsidiaryof the Company), and including any sale or other transfer or issuance of any Equity Interests of any SubsidiarySubsidiary of the Company, whether by the Company or the Parent or one of their respective its Subsidiaries or through the issuance, sale or transfer of Equity Interests by one a Subsidiary of their respective Subsidiaries or Unrestricted Subsidiaries the Company, and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: unless (1l)(a) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent and the Company determine in good faith that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale. In the event and to the extent that immediately following any Asset Sale the Net Cash Proceeds received by the Company or the Parent or any of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Offer Amount") shall be: (1) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(b) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not are applied as set forth above shall constitute "Excess Proceeds." Within 30 within 365 days after the date that of such Asset Sale, to the amount extent not applied in accordance with paragraph (b) below, to the (i) optional redemption of Excess Proceeds exceeds $10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, Notes in accordance with the terms of the Indenture and other Indebtedness of the Company shall apply an amount (ranking on a parity with the "Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale Offer Amount") equal Sale, pro rata in proportion to the Excess Proceeds to respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding or (ii) repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata 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 then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment, made within 335 days of such Asset Sale or (b) within 365 days following such Asset Sale, the Asset Sale Offer Amount is (i) invested in fixed assets and property (other than notes, bonds, obligations and securities, except in connection with the acquisition of a Guarantor in a Related Business) which in the good faith reasonable judgment of the Company's Board of Directors will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction or (ii) used to retire Purchase Money Indebtedness secured by the asset that was the subject of the Asset Sale or Senior Debt, the terms of which require retirement upon such Asset Sale, on a pro rata basis, and to permanently reduce (in the case of Senior Debt that is not such Purchase Money Indebtedness) the amount of such Senior Debt outstanding on the Issue Date or permitted pursuant to paragraphs (a) and (b) of Section 4.11 (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount), except that, in the case of each of the provisions of clauses (a) and (b), only proceeds from an Asset Sale of assets or capital stock of a Foreign Subsidiary may be invested in or used to retire Indebtedness of a Foreign Subsidiary; (2) at least 85% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents, (3) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to, such Asset Sale, and (4) the Company's Board of Directors determines in good faith that the Company or such Subsidiary receives, as applicable, fair market value for such Asset Sale. Each An acquisition of Notes pursuant to an Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not applied as set forth in 1(a)(i) or 1(b) above (the "Excess Proceeds") exceed $10,000,000 and that each Asset Sale Offer shall remain open for 20 Business Days or such longer period as may be required by law following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds for general corporate purposes as otherwise permitted by the Indenture and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

Asset Sale. The On November 19, 2016, the Company or closed the Parent shall not sale of substantially all of its assets (the “Asset Sale”) to Xxxxxx Power Systems, Inc. f/k/a Xxxxxx USA, Inc. (the “Asset Purchaser”), a Delaware corporation and shall not permit any wholly owned subsidiary of their respective Subsidiaries toXxxxxxx Holdings plc (“Xxxxxxx”), in one or a series United Kingdom public limited company, pursuant to an Asset Purchase Agreement, dated September 29, 2016, by and among the Company, the Asset Purchaser and Xxxxxxx (the “Asset Purchase Agreement”). In connection with the consummation of related transactionsthe Asset Sale: (i) the Company sold, conveytransferred, sellconveyed and delivered to the Asset Purchaser, transferand the Asset Purchaser purchased from the Company, assign or otherwise dispose of, directly or indirectly, any all of their property, business or assets, including by merger or consolidation the Acquired Assets (as defined in the case Asset Purchase Agreement) and assumed and became responsible for all of a Subsidiary the Assumed Liabilities (as defined in the Asset Purchase Agreement), (ii) the Company assigned the common stock (or Unrestricted Subsidiaryother equity interest) in each of its former subsidiaries to Xxxxxx Group GmbH, Piller Germany Gmbh & Co. Kg. and Xxxxxx UK Ltd., each subsidiaries of Xxxxxxx, pursuant to stock powers, (iii) the Asset Purchaser fully repaid the outstanding loans owed by the Company to Silicon Valley Bank pursuant to the Second Amended and Restated Loan and Security Agreement, dated August 5, 2010, by and between the Company and Silicon Valley Bank (as amended, the “Old Company Credit Facility”), and including the Old Company Credit Facility was terminated and any sale liens on the Company’s assets related to the Old Company Credit Facility or the loans thereunder were released, (iv) each of the Company’s leases, other than the Xxxxxx Lease, were assumed by the Asset Purchaser with the consent of the respective landlords of such leases pursuant to an Assignment and Assumption of Lease Agreement, dated November 19, 2016, (v) as of the Closing Date, the Company has no obligations under the Xxxxxx Lease and (vi) all of the Employee Plans (as defined in the Asset Purchase Agreement) were assumed by the Asset Purchaser with the consent of any necessary third parties pursuant to a Xxxx of Sale, Assignment and Assumption Agreement dated November 19, 2016, and, except as set forth in the Schedule of Exceptions, the Company has no remaining pension, retirement, supplemental retirement, deferred compensation, excess benefit, profit sharing, bonus, incentive, stock purchase, stock ownership, stock option, stock appreciation right, any other equity-based compensation, profits interest, employment, severance, salary continuation, termination, change-of-control, health, life, disability, group insurance, vacation, holiday, sick leave or other transfer paid time off, and fringe benefit plan, program, contract, or issuance of any Equity Interests of any Subsidiaryarrangement (whether written or unwritten, whether by the Company qualified or the Parent nonqualified, funded or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries unfunded and including any sale and leaseback transaction that have been frozen or terminated) (any collectively, “Employee Benefit Plans”). As of the foregoing, an "Asset Sale"), unless: (1) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent date hereof and the Company determine Closing Date, except as described in good faith that the consideration received by the ParentSchedule of Exceptions, the Company or their respective Subsidiaries, has no material Liabilities (as applicable, equals defined below) other than the fair market value for such Retained Liabilities (as defined in the Asset SalePurchase Agreement). In the event and to the extent that immediately following any Asset Sale the Net Cash Proceeds received by the Company or the Parent or any of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such The Asset Sale, the Net Cash Proceeds therefrom Asset Purchase Agreement and each of the documents and agreements related thereto (i) have been authorized, executed, delivered and performed pursuant to all necessary corporate or other action, including obtaining any necessary approvals by the "Asset Sale Amount"Company’s Board of Directors and stockholders, (ii) shall be: (1) invested in assets have been duly executed and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business delivered on behalf of the Company and (iii) constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms. The execution, delivery and performance of the Asset Sale, the Asset Purchase Agreement and each of the documents and agreements related thereto by the Company has not and will not (i) result in a violation of the organizational documents of the Company, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Parent Company is a party, except as described in the Schedule of Exceptions, (iii) result in a violation of any law, rule, regulation, order, judgment or such Subsidiary decree (if it continues including United States federal and state securities laws, rules and regulations and rules and regulations of any self-regulatory organizations to be a Subsidiarywhich either the Company or its securities are subject) immediately following such transactionapplicable to the Company or by which any property or asset of the Company is bound or affected, or (2iv) used to retire Indebtedness incurred under result in the Credit Agreement imposition of a mortgage, pledge, security interest, encumbrance, charge or other lien on any asset of the Company. “Liabilities” for purposes of this representation means any liability, indebtedness or obligation of any kind (whether known, unknown, accrued, absolutely, contingent, matured, unmatured or otherwise, and to permanently reduce the amount of such Indebtedness permitted whether or not required to be incurred pursuant to Section 4.7(b) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company recorded or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth above shall constitute "Excess Proceeds." Within 30 days after the date that the amount of Excess Proceeds exceeds $10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal to the Excess Proceeds to the repurchase of the Notes and such other Indebtedness ranking reflected on a parity with the Notes and with provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata 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 then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"balance sheet under GAAP).

Asset Sale. The Company or (i) Subject to the Parent shall not provisions hereof and shall not permit any the satisfaction of their respective Subsidiaries toall of the conditions precedent set forth in this Section 1(b), KPCB, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in its capacity as the case of a Subsidiary or Unrestricted Subsidiary), Collateral Agent and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether by with the Company or the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any consent of the foregoingMajority Lenders, an "Asset Sale"), unless: (1) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided, that with respect will and hereby does consent to the sale of one or more hotel propertiesthe Required Assets by the Assignee to the Buyer, up which consent shall be effective upon the Closing (as defined in the Asset Purchase Agreement); provided, however, that the liens and security interests on the Required Assets granted to 75% the Bridge Lenders pursuant to certain of the consideration may consist of Transaction Documents shall remain in full force and effect until the Bridge Conversion or until the Bridge Indebtedness is repaid in full. Notwithstanding the foregoing, except as expressly provided in the Bridge Loan Assumption Agreement (as such term is defined in the Asset Purchase Agreement), the term "Collateral" (as used in the Bridge Agreement and the other Transaction Documents) shall only include the Required Assets and shall not include any other assets now owned or hereinafter acquired by the Buyer. The foregoing consent to the Asset Sale shall in no way be deemed a consent to any future sale of the purchaser Required Assets by the Buyer. (ii) It shall be a condition precedent to effectiveness of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; consent set forth in Section 1(b) hereof, that each of the following conditions shall have been satisfied: (2A) no Default or Event of Default the Closing shall have occurred under the Asset Purchase Agreement in form and be continuing at substance satisfactory to the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and Majority Lenders; (3B) the Parent Collateral Agent shall have received from Asera or the Buyer, as the case may be, an executed counterpart signature page to this Agreement from each other party hereto; and (C) each of Comdisco (as defined in the Asset Purchase Agreement) and the Company determine Syndicate (as defined in good faith that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale. In the event and to the extent that immediately following any Asset Sale the Net Cash Proceeds received by the Company or the Parent or any of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount"Purchase Agreement) shall be: (1) invested in assets have entered into loan assumption agreements with the Assignee and property (except the Buyer in connection with the acquisition of a Subsidiary which is a Guarantor Asset Sale, each in a Related Business, other than notes, bonds, obligation form and securities) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(b) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth above shall constitute "Excess Proceeds." Within 30 days after the date that the amount of Excess Proceeds exceeds $10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal substance acceptable to the Excess Proceeds to the repurchase of the Notes Collateral Agent, and such other Indebtedness ranking on a parity with the Notes and with provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required agreements shall have become effective by applicable law, if any) (pro rata in proportion to the their respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period")terms.