Common use of Asset Sales Clause in Contracts

Asset Sales. (a) The Parent shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i) the Parent (or a Restricted Subsidiary) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii) at least 75% of the consideration received in the Asset Sale by the Parent or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net Proceeds), each of the following will be deemed to be cash: (1) any liabilities, as shown on the Parent’s most recent consolidated balance sheet, of the Parent or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Guarantee or the Intercompany Loan) that are assumed in connection with the transfer of any such assets pursuant to an agreement that releases the Parent or such Restricted Subsidiary from further liability in respect of those liabilities; and (2) any securities, notes or other obligations received by the Parent or any such Restricted Subsidiary from such transferee that are converted by the Parent or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply the Net Proceeds of an Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption). (b) Pending the final application of any Net Proceeds, the Parent or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

Asset Sales. (a) The Parent Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, consummate cause or make an Asset Sale Sale, unless: (i) the Parent (Borrower or a any of its Restricted Subsidiary) Subsidiaries, as the case may be, receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value (as determined at in good faith by the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standingBorrower) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received in the Asset Sale by the Parent Borrower or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash cash, Cash Equivalents or Cash Equivalents. For purposes of this provision (but not for purposes of Replacement Assets; provided, however, that the definition of Net Proceeds), each of the following will be deemed to be cashamount of: (1A) any liabilities, liabilities (as shown on the ParentBorrower’s or such Restricted Subsidiary’s most recent consolidated balance sheet, sheet or in the notes thereto) of the Parent Borrower or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Guarantee or the Intercompany LoanObligations) that are assumed in connection with by the transfer transferee of any such assets or Equity Interests pursuant to an agreement that releases or indemnifies the Parent Borrower or such Restricted Subsidiary Subsidiary, as the case may be, from further liability in respect of those liabilities; andliability; (2B) any securities, notes Loans or other obligations or other securities or assets received by the Parent Borrower or any such Restricted Subsidiary from such transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, 180 days of the receipt thereof (to the extent of the cash received); and (C) 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 (C) that is at that time outstanding, not to exceed the greater of (x) $75.0 million and (y) 2.5% of Total 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); shall each be deemed to be Cash Equivalents received in that conversionfor the purposes of this clause (ii). The Issuer shall 153 Syniverse Credit Agreement (b) Within 365 days after the Borrower’s or any Restricted Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale or Casualty Event, the Borrower or such Restricted Subsidiary may apply the Net Cash Proceeds of an from such Asset Sale or Casualty Event, at its option: (i) to redeem Senior Secured Notes make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Equity Interests 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 used or useful in a Similar Business; (ii) to make an investment in any one or more businesses (provided that if such Investment is in the form of the acquisition of Equity Interests of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Borrower), properties or assets that replace the properties and Notes assets that are the subject of such Asset Sale or Casualty Event, as set forth applicable; or (iii) any combination of the foregoing; provided that the Borrower and its Restricted Subsidiaries shall be deemed to have complied with the provisions described in clauses (i) and (ii) of this Section 3.8 7.09(b) if and to the extent that, within 365 days after the Asset Sale or Casualty Event that generated the Net Cash Proceeds, the Borrower has entered into and not abandoned or rejected a binding agreement to make an investment in compliance with the provision described in clauses (Mandatory Redemptioni) and (ii) of this Section 7.09(b), and that investment is thereafter completed within 180 days after the end of such 365—day period. (bc) Pending the final application of any such Net Cash Proceeds, the Parent Borrower or any such Restricted Subsidiary of the Borrower may temporarily reduce Indebtedness under a revolving credit borrowings facility, if any, or otherwise invest the such Net Cash Proceeds in Cash Equivalents. Any Net Cash Proceeds from any manner Asset Sale or Casualty Event that are not applied as provided and within the time period set forth in Section 7.09(b) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $30.0 million, the Borrower shall prepay the Term Loans in accordance with Section 2.05(b)(ii) (and subject to Sections 2.05(b)(vii), 2.05(c) and 2.05(d)) and may, along with such prepayment of Term Loans (to the extent the Borrower or such Restricted Subsidiary elects, or is required by the terms thereof), purchase, redeem or repay any Additional Permitted Obligations (or any Permitted Refinancing Obligations or any Refinancing Indebtedness in respect of either of the foregoing) of the Borrower or a Restricted Subsidiary having Pari Passu Lien Priority, or any other Indebtedness having Pari Passu Lien Priority, pursuant to the agreements governing such other Indebtedness, on not prohibited by this Indenturemore than a pro rata basis with respect to such prepayments of Term Loans (subject to each Term Lender’s option to decline to accept any prepayment pursuant to Section 2.05(c)).

Asset Sales. (a) The Parent shall Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale Sale, unless: (i) the Parent Borrower (or a the Restricted Subsidiary, as the case may be) receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value fair market value (determined at measured as of the time date of entering into an the definitive agreement with respect to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standingSale) of the assets or Equity Interests issued or sold or otherwise disposed of, as approved in good faith by the Borrower’s Board of Directors; and (ii) at least 75% of the consideration received in the Asset Sale by the Parent Borrower or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision only (but and specifically not for the purposes of the definition of “Net Proceeds”), each of the following will shall be deemed to be cash: (1A) any liabilities, liabilities (as shown on the ParentBorrower’s or such Restricted Subsidiary’s most recent consolidated balance sheet, ) of the Parent Borrower or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Loans or any Guarantee or the Intercompany LoanSubsidiary Guarantee) that are assumed in connection with by the transfer transferee of any such assets pursuant to an agreement that releases the Parent or such Restricted Subsidiary from further liability in respect of those liabilities; andassets; (2B) any securities, notes or other obligations received by the Parent Borrower or any such Restricted Subsidiary from such transferee that within 180 days are converted by the Parent Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, (to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply ); (C) any Designated Noncash Consideration received by the Net Proceeds of an Borrower or any Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to redeem Senior Secured Notes this clause (C) since the Closing Date or the Debt Assumption Date, as applicable, that is at the time outstanding, not to exceed the greater of (a) $300.0 million ($60.0 million) and Notes (b) 3.5% of Consolidated Total Assets at the time of receipt of such Designated Noncash Consideration, with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value; and (D) the fair market value (measured as set forth of the date such Equity Interests or assets are received) of any Equity Interests or assets of the kind referred to in clauses (ii) or (iv) of Section 3.8 (Mandatory Redemption7.10(b). (b) After the Debt Assumption, within 365 days after the receipt of any Net Proceeds of any Asset Sale or Casualty Event, the Borrower or such Restricted Subsidiary, at its option, may apply an amount equal to the Net Proceeds from such Asset Sale or such Casualty Event: (i) to repay, prepay, redeem or repurchase Indebtedness (other than Subordinated Indebtedness); provided, that after the Debt Assumption, to the extent such Asset Sale or such Casualty Event is with respect to property (including Equity Interests) that constitutes Collateral, such Indebtedness being repaid, prepaid, redeemed or repurchased is secured pari passu with, or senior to, the Loans or Guarantees thereof, as applicable; (ii) to acquire all or substantially all of the assets of another Related Business, or to acquire any Equity Interests of another Related Business, if, after giving effect to any such acquisition of Equity Interests, the Related Business is or becomes a Restricted Subsidiary of the Borrower; provided, that after the Debt Assumption, to the extent such Asset Sale or such Casualty Event is with respect to property (including Equity Interests) that constitutes Collateral, the assets of such Related Business (other than Excluded Assets) and/or such Equity Interests, constitute Collateral and are pledged in favor of the Administrative Agent for the benefit of the Secured Parties; (iii) to make a capital expenditure; provided, that after the Debt Assumption, to the extent such Asset Sale or such Casualty Event is with respect to property (including Equity Interests) that constitutes Collateral, such capital expenditure is made with respect to, or will result in property constituting, Collateral that is or will be pledged in favor of the Administrative Agent for the benefit of the Secured Parties; (iv) to acquire other assets (other than securities or current assets) that will be used or useful in a Related Business; provided, that after the Debt Assumption, to the extent such Asset Sale is with respect to property (including Equity Interests) that constitutes Collateral, such other assets that will be used or useful in a Related Business constitute Collateral and are pledged in favor of the Administrative Agent for the benefit of the Secured Parties; or (v) a combination of prepayments and investments permitted by the foregoing clauses (i), (ii), (iii), and (iv); provided that the Borrower and its Restricted Subsidiaries will be deemed to have applied such Net Proceeds pursuant to clause (ii), (iii) or (iv) of this Section 7.10(b), as applicable, if and to the extent that, within 365 days after the Asset Sale or such Casualty Event that generated the Net Proceeds, the Borrower has entered into and not abandoned or rejected a binding agreement to consummate any reinvestment described in clause (ii), (iii) or (iv) of this paragraph, and such reinvestment is thereafter completed within 180 days after the end of such 365-day period. (c) Pending the final application of any such Net Proceeds, the Parent Borrower or any Restricted Subsidiary may temporarily reduce revolving borrowings under any credit borrowings facility, if any, or otherwise invest the such Net Proceeds in any manner that is not prohibited by this IndentureAgreement. (d) After the Debt Assumption, on the 366th day (as extended pursuant to the provisions in Section 7.10(b)) after an Asset Sale or Casualty Event, or such earlier date, if any, as the Board of Directors of the Borrower or of such Restricted Subsidiary determines not to apply the Net Proceeds relating to such Asset Sale or such Casualty Event as set forth in clause (i), (ii), (iii), or (iv) of Section 7.10(b), the aggregate amount of Net Proceeds which have not been applied on or before such date shall constitute “Excess Proceeds”; provided, that the amount of Excess Proceeds as of the Debt Assumption shall be deemed to be $0. In addition, when the Borrower has applied all Excess Proceeds to prepay the Loans in accordance with Section 2.05(b)(iii), the amount of Excess Proceeds will be reset to $0.

Asset Sales. (a) The Parent shall notNo Borrower will, and shall not nor will permit any of its Restricted respective Subsidiaries to, consummate an Asset Sale unlessmake or permit any Disposition (whether in one or a related series of transactions) of any property or assets (other than cash and cash equivalents) or enter into any agreement to do so, except: (a) Dispositions of inventory in the ordinary course of business; (b) Dispositions of assets, properties or businesses to any Borrower or any of its respective Wholly Owned Subsidiaries; (c) Dispositions of equipment and other property which is obsolete, worn out or no longer used in or useful to such Person’s business, all in the ordinary course of business; (d) Dispositions occurring as the result of a Casualty Event, condemnation or expropriation; (e) any Disposition (excluding any Disposition consisting of any Equity Interest in any of the Subsidiaries of the US Borrower) if (i) the consideration therefor is not less than the fair market value of the related asset (as determined in good faith by the Financial Officer of the US Borrower) and (ii) after giving effect thereto, the aggregate fair market value of the assets as reasonably determined by the Borrower disposed of in all Dispositions would not exceed $5,000,000 during any fiscal year and $10,000,000 in the aggregate during the term hereof; provided that the consideration for any Disposition shall consist of at least 75% cash or cash equivalents payable at closing or notes, to the extent permitted under Section 6.05; (f) Dispositions by any Domestic Subsidiary of its assets to another Domestic Subsidiary that is a Wholly Owned Subsidiary, and Dispositions by any Subsidiary of the Euro Borrower of its assets to any other Subsidiary of the Euro Borrower that is a Wholly Owned Subsidiary; (g) Dispositions of delinquent accounts receivable in the ordinary course of business for purposes of collection only (and not for the purpose of any bulk sale or securitization transaction); (h) the surrender of contractual rights or the settlement, release or surrender of any contract, tort or other litigation claims in the ordinary course of business; (i) the Parent (abandonment or a Restricted Subsidiary) receives consideration at Disposition of Intellectual Property or other proprietary rights that are, in the time reasonable business judgment of the Asset Sale at least equal US Borrower, no longer practicable to maintain or useful in the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) conduct of the assets business of any Borrower or Equity Interests issued or sold or otherwise disposed of; andany of its respective Subsidiaries; (iij) at least 75% of the consideration received in the Asset Sale Dispositions permitted by the Parent or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net Proceeds), each of the following will be deemed to be cash: (1) any liabilities, as shown on the Parent’s most recent consolidated balance sheet, of the Parent or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Guarantee or the Intercompany Loan) that are assumed in connection with the transfer of any such assets pursuant to an agreement that releases the Parent or such Restricted Subsidiary from further liability in respect of those liabilities; and (2) any securities, notes or other obligations received by the Parent or any such Restricted Subsidiary from such transferee that are converted by the Parent or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply the Net Proceeds of an Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption). (b) Pending the final application of any Net Proceeds, the Parent or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.6.03;

Asset Sales. (a) The Parent and the Issuers shall not, and shall not permit any of its the other Restricted Subsidiaries to, consummate cause or make an Asset Sale unless: Sale, unless (ix) the Parent (or a any Restricted Subsidiary) , as the case may be, receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value (as determined at in good faith by the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standingIssuer) of the assets or Equity Interests issued or sold or otherwise disposed of; and , and (iiy) at least 75% of the consideration therefor received in the Asset Sale by the Parent or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. For purposes ; provided that the amount of this provision (but not for purposes of the definition of Net Proceeds), each of the following will shall be deemed to be cashCash Equivalents for purposes of this provision: (1i) any liabilities, liabilities (as shown on the ParentParent or a Restricted Subsidiary’s most recent consolidated balance sheet, sheet or in the notes thereto) of the Parent or any a Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Notes or any Guarantee or the Intercompany LoanGuarantee) that are assumed by the transferee of any such assets or that are otherwise canceled or terminated in connection with the transfer transaction with such transferee, excluding (A) any Existing Notes and (B) any other Indebtedness included in the calculation of any such assets pursuant to an agreement Consolidated Total Indebtedness that releases the Parent is both (1) unsecured or such Restricted Subsidiary from further liability in respect of those liabilities; and Junior Priority Indebtedness and (2) a direct obligation of, or guaranteed by, all or substantially all of the Issuers and the Guarantors; (ii) any securities, notes or other obligations or other securities or assets received by the Parent or any such Restricted Subsidiary from such transferee that are converted by the Parent or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, 180 days of the receipt thereof (to the extent of the cash or received); (iii) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Parent and each Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale and the assumption of such guarantee, if any, would be deemed to be Cash Equivalents under clause (i) above; (iv) consideration consisting of Indebtedness of the Parent or any Restricted Subsidiary (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Parent or any Restricted Subsidiary; and (v) any Designated Non-cash Consideration received by the Parent or any Restricted Subsidiary in that conversion. The Issuer shall apply the Net Proceeds of an such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Issuer), taken together with all other Designated Non-cash Consideration received pursuant to redeem Senior Secured Notes this Section 4.06(a)(v) that is at that time outstanding, not to exceed the greater of $600.0 million and Notes as set forth 4.0% of Total 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 Section 3.8 (Mandatory Redemptionvalue). (b) Within 365 days after the Parent’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, the Parent or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option: (i) to repay (A) Indebtedness constituting Bank Indebtedness and other Pari Passu Indebtedness, in each case that is secured by a Lien permitted under this Indenture (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), (B) Indebtedness of a Restricted Subsidiary that is not a Guarantor, (C) First Priority Notes Obligations or (D) other Pari Passu Indebtedness (provided that if the Parent, an Issuer or any Guarantor shall so reduce Obligations under such Pari Passu Indebtedness under this clause (D), the Issuer will equally and ratably reduce First Priority Notes Obligations in accordance with Article III of this Indenture, through open-market purchases (provided that such purchases are at or above 100% of the principal amount thereof or, in the event that the Notes 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 holders to purchase at a purchase price equal to 100% of the principal amount thereof (or, in the event that the Notes were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, the pro rata principal amount of Notes), in each case other than Indebtedness owed to the Parent or an Affiliate of the Parent; provided that the Net Proceeds from an Asset Sale of First Lien Collateral or assets of the Cadence IP Subsidiary may not be applied to repay any Indebtedness other than the Notes or other Pari Passu Indebtedness secured by a Lien (other than a Lien that is junior in priority to the Liens securing the Notes or any Guarantee) on such First Lien Collateral, except as otherwise permitted under this covenant (provided that if the Parent, an Issuer or any Guarantor shall so repay Obligations under such Pari Passu Indebtedness (other than Pari Passu Indebtedness secured by a Lien that is senior in priority to the Liens securing the Notes or any Guarantee), the Issuer will, to the extent permitted under the Credit Agreement as in effect on February 21, 2018, equally and ratably reduce First Priority Notes Obligations in accordance with Article III of this Indenture, through open-market purchases (provided that such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase at a purchase price equal to 100% of the principal amount thereof (or, in the event that the Notes were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, the pro rata principal amount of Notes); provided, further, that if such Asset Sale involves the disposition of First Lien Collateral, the Parent or such Restricted Subsidiary has complied with the provisions of this Indenture and the First Lien Collateral Documents; or (ii) 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 Parent), assets, or property or capital expenditures, in each case (A) used or useful in a Similar Business or (B) that replace the properties and assets that are the subject of such Asset Sale or to reimburse the cost of any of the foregoing incurred on or after the date on which the Asset Sale giving rise to such Net Proceeds was contractually committed. In the case of Section 4.06(b)(ii), a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment until the 12-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 reason before such Net Proceeds are so applied, then such Net Proceeds shall constitute Excess Proceeds unless the Parent or such Restricted Subsidiary enters into another binding commitment (a “Second Commitment”) within six months of such cancellation or termination of the prior binding commitment; provided, further, that the Parent or such Restricted Subsidiary may only enter into a Second Commitment under the foregoing provision one time with respect to each Asset Sale and to the extent such Second Commitment is later canceled 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. Pending the final application of any such Net Proceeds, the Parent or any such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit borrowings facility, if any, or otherwise invest the such Net Proceeds in any manner not prohibited by this Indenture. Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in the first paragraph of this Section 4.06(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes, as described in clause (i) of this Section 4.06(b), shall be deemed to have been so applied whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $125.0 million, the Issuer shall make an offer to all holders of Notes (and, at the option of the Issuer, to holders of any other Pari Passu Indebtedness secured by a Lien (other than a Lien that is junior in priority to the Liens securing the Notes or a Guarantee) on the First Lien Collateral (the “Eligible Pari Passu Indebtedness”)) (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes (and any such Eligible Pari Passu Indebtedness), that is at least $2,000 and an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or, in the event the Notes or any such Eligible Pari Passu Indebtedness were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest (or, in respect of such Eligible Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Eligible Pari Passu Indebtedness), to, but excluding, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceeds $125.0 million by mailing, or delivering electronically if the Notes are held by the Depository, the notice required pursuant to the terms of this Indenture, with a copy to the First Lien Trustee. To the extent that the aggregate amount of Notes (and such Eligible Pari Passu Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose that is not prohibited by this Indenture. If the aggregate principal amount of Notes (and such Eligible Pari Passu Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the First Lien Trustee, upon receipt of written notice from the Issuer of the aggregate principal amount to be selected, shall select the Notes (but not such Eligible Pari Passu Indebtedness) to be purchased in the manner described in Section 4.06(e). Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (c) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. (d) [reserved]. (e) If more Notes (and such Eligible Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuers are required to purchase, selection of such Notes (but not such Eligible Pari Passu Indebtedness) for purchase shall be made by the First Lien Trustee on a pro rata basis to the extent practicable, by lot or by such other method as the First Lien Trustee shall deem fair and appropriate (and in such manner as complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 or less shall be purchased in part. Selection of such Eligible Pari Passu Indebtedness shall be made pursuant to the terms of such Eligible Pari Passu Indebtedness. (f) Notices of an Asset Sale Offer shall be mailed by the Issuers by first class mail, postage prepaid, or delivered electronically if the Notes are held by the Depository, at least 15 days but not more than 60 days before the purchase date to each holder of Notes at such holder’s registered address. If any Note is to be purchased in part only, any notice of purchase that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased.

Asset Sales. (a) The Parent shall will not, and shall will not permit any of its the Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Parent (or a the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at measured as of the time date of entering into an the definitive agreement with respect to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standingSale) of the assets or Equity Interests shares of Capital Stock of a Restricted Subsidiary issued or sold or otherwise disposed of; and (ii2) at least 75% of the consideration received in the Asset Sale by the Parent or such Restricted Subsidiary Subsidiary, together with the consideration received in all other Asset Sales since the Issue Date (on a cumulative basis), is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following will be deemed to be cash: (1a) any liabilities, as shown on the Parent’s or such Restricted Subsidiary’s most recent consolidated balance sheetsheet or in the footnotes thereto, of the Parent or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Notes or any Guarantee or the Intercompany LoanNote Guarantee) (i) that are assumed in connection with by the transfer transferee of any such assets pursuant to an agreement that releases and for which the Parent or such Restricted Subsidiary from Subsidiary, as the case may be, have been released or indemnified against further liability or (ii) in respect of those liabilities; andwhich neither the Parent nor any Restricted Subsidiary following such Asset Sale has any obligation; (2b) any securities, notes or other obligations received by the Parent or any such Restricted Subsidiary from such transferee that are converted by the Parent or such Restricted Subsidiary within 365 days into cash or Cash Equivalents within 90 dayscash, to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply ; (c) any Designated Noncash Consideration having an aggregate Fair Market Value that, when taken together with all other Designated Noncash Consideration previously received and then outstanding, does not exceed at the Net Proceeds time of an Asset Sale the receipt of such Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to redeem Senior Secured Notes and Notes as set forth subsequent changes in value) the greater of $300.0 million or 2.0% of Total Assets; and (d) any Investment, stock, asset, property or capital expenditure of the kind referred to in Section 3.8 (Mandatory Redemption4.10(b)(3). (b) Pending the final application of any Net Proceeds, the Parent or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

Asset Sales. (a) The Parent Borrower shall not, and shall not permit any of its the Restricted Subsidiaries to, consummate cause or make an Asset Sale unless: Sale, unless (ix) the Parent (Borrower or a any Restricted Subsidiary) , as the case may be, receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value (as determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined in good faith by an independent investment banking firm of international standingBorrower) of the assets or Equity Interests issued or sold or otherwise disposed of; and , and (iiy) at least 75% of the consideration therefor received in the Asset Sale by the Parent Borrower or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of ; provided that the definition of Net Proceeds), each of the following will be deemed to be cashamount of: (1i) any liabilities, liabilities (as shown on the ParentBorrower’s or a Restricted Subsidiary’s most recent consolidated balance sheet, sheet or in the notes thereto) of the Parent Borrower or any a Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Loans or any Guarantee or the Intercompany LoanGuaranty) that are assumed by the transferee of any such assets or that are otherwise cancelled or terminated in connection with the transfer of any transaction with such assets pursuant to an agreement that releases the Parent or such Restricted Subsidiary from further liability in respect of those liabilities; andtransferee, (2ii) any securities, notes or other obligations or other securities or assets received by the Parent Borrower or any such Restricted Subsidiary from such transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, 180 days of the receipt thereof (to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply the Net Proceeds of an Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemptionreceived)., (biii) Pending the final application Indebtedness of any Net ProceedsRestricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the Parent extent that Borrower and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale, (iv) consideration consisting of Indebtedness of Borrower (other than Subordinated Indebtedness) received after the Closing Date from Persons who are not Borrower or any Restricted Subsidiary, and (v) any Designated Non-cash Consideration received by Borrower or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner such Asset Sale having an aggregate Fair Market Value (as determined in good faith by Borrower), taken together with all other Designated Non-cash Consideration received pursuant to this Section 7.4(a)(v) that is at that time outstanding, not prohibited by to exceed the greater of $340 million and 25% of Consolidated EBITDA 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), shall be deemed to be Cash Equivalents for the purposes of this IndentureSection 7.4(a).

Asset Sales. (a) The Parent Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Parent Company (or a the Restricted Subsidiary, as the case may be) receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed of; provided that this clause (1) shall not apply to an Asset Sale resulting solely from a foreclosure or sale by a third party upon assets or property subject to a Lien not prohibited by this Indenture; (2) where such Fair Market Value exceeds $100.0 million, the Company’s determination of such Fair Market Value is set forth in an Officers’ Certificate delivered to the Trustee; and (ii3) at least 75% of the consideration therefor received in the Asset Sale by the Parent Company or such Restricted Subsidiary is in the form of cash cash, Cash Equivalents or Cash EquivalentsReplacement Assets or a combination thereof. For purposes of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following will shall be deemed to be cashCash Equivalents: A. any liabilities (1) any liabilities, as shown on the ParentCompany’s or such Restricted Subsidiary’s most recent consolidated balance sheet, or would be shown on the Company’s or such Restricted Subsidiary’s balance sheet on the date of such Asset Sale) of the Parent Company or any Restricted Subsidiary (other than contingent liabilities and liabilities liabilities, Indebtedness that are is by their its terms subordinated to the Notes, Securities of each series then Outstanding or any Note Guarantee and liabilities to the extent owed to the Company or any Affiliate of the Intercompany LoanCompany) that are assumed in connection with by the transfer transferee of any such assets pursuant to an a written agreement that releases the Parent Company or such Restricted Subsidiary from further liability in respect of those liabilitiestherefor; and (2) B. any securities, notes or other obligations received by the Parent Company or any such Restricted Subsidiary from such transferee that are converted (including by way of any Monetization Transaction) by the Parent Company or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, (to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply the Net Proceeds ) within 180 days of an such Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption)Sale. (b) Pending the final application of any Net Proceeds, the Parent The Company or any of its Restricted Subsidiary Subsidiaries may temporarily reduce revolving credit borrowings or otherwise invest use the Net Proceeds of any Asset Sale in any manner that is not prohibited by this Indenture.

Asset Sales. Effect any Asset Sale except that the following shall be permitted: (a) The Parent shall notdisposition of used, worn out, obsolete or surplus property by any Company in the ordinary course of business and shall not permit the abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Companies taken as a whole; (b) so long as no Default is then continuing or would result therefrom, any of its Restricted Subsidiaries to, consummate an other Asset Sale unless: (i) other than the Parent (or Equity Interests of any Wholly Owned Subsidiary that is a Restricted Subsidiary unless, after giving effect to any such Asset Sale, such person either ceases to be a Restricted Subsidiary or, in the case of an Excluded Collateral Subsidiary, becomes a Joint Venture Subsidiary) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale for fair market value, with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii) at least 75% of the consideration received for all such Asset Sales or related Asset Sales in which the Asset Sale by consideration received exceeds $10,000,000 payable in cash upon such sale (provided, however, that for the Parent or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision clause (but not for purposes of the definition of Net Proceedsb), each of the following will shall be deemed to be cash: : (1i) any liabilities, liabilities (as shown on the ParentBorrower’s most recent consolidated balance sheet, sheet provided hereunder or in the footnotes thereto) of the Parent Borrower or any such Restricted Subsidiary (Subsidiary, other than contingent liabilities and liabilities that are by their terms subordinated to the Notespayment in cash of the Obligations, any Guarantee or the Intercompany Loan) that are assumed by the transferee with respect to the applicable Asset Sale and for which Holdings, the Borrower and all of its Restricted Subsidiaries shall have been validly released by all applicable creditors in connection with the transfer of any such assets pursuant to an agreement that releases the Parent or such Restricted Subsidiary from further liability in respect of those liabilities; and writing, (2ii) any securities, notes or other obligations securities received by the Parent Borrower or any such the applicable Restricted Subsidiary from such transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, (to the extent of the cash received) within 180 days following the closing of the applicable Asset Sale, and (iii) aggregate non-cash consideration received by the Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Asset Sale for which such non-cash consideration is received) not to exceed $50,000,000 at any time (net of any non-cash consideration converted into cash)); provided, however, that with respect to any such Asset Sale pursuant to this clause (b), the aggregate consideration received for all such Asset Sales shall not exceed $400,000,000 during any fiscal year or $800,000,000 in the aggregate after the Closing Date; (c) leases, subleases or licenses of the properties of any Company in the ordinary course of business and which do not, individually or in the aggregate, interfere in any material respect with the ordinary conduct of the business of any Company; (d) mergers and consolidations, and liquidations and dissolutions in compliance with Section 6.05; (e) sales, transfers and other dispositions of Receivables for the fair market value thereof in connection with a Permitted Factoring Facility so long as at any time of determination the aggregate book value of the then outstanding Receivables subject to a Permitted Factoring Facility does not exceed an amount equal to $400,000,000 less the amount of Indebtedness under all outstanding Qualified Securitization Transactions at such time under Section 6.01(e) less the amount of Indebtedness outstanding under Section 6.01(m) at such time; (f) the sale or disposition of cash and Cash Equivalents received in that conversion. The Issuer shall apply connection with a transaction otherwise permitted under the Net Proceeds terms of an this Agreement; (g) assignments and licenses of Intellectual Property of any Loan Party and its Subsidiaries in the ordinary course of business and which do not, individually or in the aggregate, interfere in any material respect with the ordinary conduct of the business of any Company; (h) Asset Sales (i) by and among Unrestricted Grantors (other than Holdings), (ii) by any Restricted Grantor to any other Restricted Grantor, (iii) by any Restricted Grantor to any Unrestricted Grantor so long as the consideration paid by the Unrestricted Grantor in such Asset Sale does not exceed the fair market value of the property transferred, (iv) by (x) any Unrestricted Grantor to redeem Senior Secured Notes any Restricted Grantor for fair market value and Notes as set forth in Section 3.8 (Mandatory Redemption). (by) Pending the final application of by any Net Proceeds, the Parent or Loan Party to any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited a Loan Party for fair market value provided that the fair market value of such Asset Sales under this clause (iv) does not exceed $100,000,000 in the aggregate for all such Asset Sales since the Closing Date, (v) by any Company that is not a Loan Party to any Loan Party so long as the consideration paid by the Loan Party in such Asset Sale does not exceed the fair market value of the property transferred, and (vi) by and among Companies that are not Loan Parties; provided that (A) in the case of any transfer from one Loan Party to another Loan Party, any security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to the relevant Security Documents in the assets so transferred shall (1) remain in full force and effect and perfected and enforceable (to at least the same extent as in effect immediately prior to such transfer) or (2) be replaced by security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to the relevant Security Documents, which new security interests shall be in full force and effect and perfected and enforceable (to at least the same extent as in effect immediately prior to such transfer) and (B) no Default is then continuing or would result therefrom; (i) the Companies may consummate Asset Swaps so long as (x) each such sale is in an arm’s-length transaction and the applicable Company receives at least fair market value consideration (as determined in good faith by such Company), (y) the Collateral Agent shall have a First Priority perfected Lien on the assets acquired pursuant to such Asset Swap at least to the same extent as the assets sold pursuant to such Asset Swap (immediately prior to giving effect thereto) and (z) the aggregate fair market value of all assets sold pursuant to this Indentureclause (i) shall not exceed $50,000,000 in the aggregate since the Closing Date; provided that so long as the assets acquired by any Company pursuant to the respective Asset Swap are located in the same country as the assets sold by such Company, such $50,000,000 aggregate cap will not apply to such Asset Swap; (j) sales, transfers and other dispositions of Receivables (whether now existing or arising or acquired in the future) and Related Security to a Securitization Entity in connection with a Qualified Securitization Transaction permitted under Section 6.01(e) and all sales, transfers or other dispositions of Securitization Assets by a Securitization Entity under, and pursuant to, a Qualified Securitization Transaction permitted under Section 6.01(e); (k) so long as no Default is then continuing or would result therefrom, the arm’s-length sale or disposition for cash of Equity Interests in a Joint Venture Subsidiary for fair market value or the issuance of Equity Interests in a Joint Venture Subsidiary; provided, however, that the aggregate fair market value of all such Equity Interests sold or otherwise disposed of pursuant to this clause (k) following the Closing Date shall not exceed $300,000,000; (l) issuances of Equity Interests by Joint Venture Subsidiaries and Excluded Collateral Subsidiaries; (m) Asset Sales among Companies of promissory notes or preferred stock or similar instruments issued by a Company; provided that such Asset Sales are part of a Series of Cash Neutral Transactions and no Default has occurred and is continuing; (n) the sale of Receivables made pursuant to the Receivables Purchase Agreement; (o) to the extent constituting an Asset Sale, Investments permitted by Section 6.04(i); (p) issuances of Qualified Capital Stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Qualified Capital Stock (A) for stock splits, stock dividends and additional issuances of Qualified Capital Stock which do not decrease the percentage ownership of the Loan Parties in any class of the Equity Interests of such issuing Company and (B) by Subsidiaries of the Borrower formed after the Closing Date to the Borrower or the Subsidiary of the Borrower which is to own such Qualified Capital Stock. All Equity Interests issued in accordance with this Section 6.06(p) shall, to the extent required by Section 5.11 or any Security Document or if such Equity Interests are issued by any Loan Party (other than Holdings), be delivered to the Collateral Agent; and (q) contribution of promissory notes with face amounts of €293,834,842 and €87,291,599 outstanding on the Closing Date by the Borrower to a newly formed Loan Party under the laws of Luxembourg.

Asset Sales. (a) The Parent shall Company will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, consummate an any Asset Sale unless: unless (i) the Parent (Company or a such Restricted Subsidiary) , as the case may be, receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value of the assets and property subject to such Asset Sale (such Fair Market Value to be determined at on the time date of entering into an agreement contractually agreeing to effect such Asset Sale with the Fair Market Value of consideration other than cash Sale) and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii) (A) at least 75% of the consideration received in paid to the Asset Sale by the Parent Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash or cash, Cash Equivalents. For purposes , Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption or cancellation by the acquiring Person of this provision (but not for purposes Indebtedness or other liabilities of the definition of Net Proceeds), each of the following will be deemed to be cash: (1) any liabilities, as shown on the Parent’s most recent consolidated balance sheet, of the Parent Company or any a Restricted Subsidiary (other than contingent liabilities and liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes), or with respect to any Guarantee Asset Sale of oil and natural gas properties by the Company or any of its Restricted Subsidiaries where the Intercompany Loan) that are assumed in connection with the transfer of any such assets pursuant to an agreement that releases the Parent Company or such Restricted Subsidiary from further liability retains an interest in respect such property, the aggregate costs and expenses of those liabilities; and (2) any securities, notes or other obligations received by the Parent or any such Restricted Subsidiary from such transferee that are converted by the Parent Company or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, related to the extent exploration, development, completion or production of such properties and activities related thereto that the transferee (or an Affiliate therefor) agrees to pay (collectively, “Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the cash or Cash Equivalents received in that conversion. The Issuer shall apply Adjusted Consolidated Net Tangible Assets of the Net Proceeds of an Company determined at the time such Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption)is made. (b) During the 365 days after the receipt by the Company or a Restricted Subsidiary of Net Available Cash from an Asset Sale, such Net Available Cash may be applied by the Company or such Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Pari Passu Indebtedness of the Company or a Restricted Subsidiary), to: (1) repay, cash collateralize, redeem or repurchase any Indebtedness of the Company or any Restricted Subsidiary (excluding (a) any Subordinated Indebtedness and (b) any Indebtedness owed to the Company or a Restricted Subsidiary of the Company); (2) reinvest in Additional Assets (including by means of an Investment in Additional Assets by the Company or a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) or make capital expenditures in the Oil and Gas Business; or (3) make any combination of payment, repayment, investment or reinvestment permitted by the foregoing clauses (1) or (2). The requirement of clause (b)(2) above shall be deemed to be satisfied if an agreement (including a lease, whether a finance lease or an operating lease) committing to make the acquisitions or investment referred to therein is entered into by the Company or any Restricted Subsidiary within the time period specified in this Section 4.11(b) and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreement. Pending the final application of any such Net ProceedsAvailable Cash, the Parent or any Restricted Subsidiary Company may temporarily reduce revolving credit borrowings Indebtedness under any Credit Facility or otherwise expend or invest the such Net Proceeds Available Cash in any manner that is not prohibited by this Indenture (c) Any Net Available Cash from an Asset Sale not applied in accordance with Section 4.11(b) above within 365 days from the date of such Asset Sale shall constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million, or earlier at the Company’s election, the Company will be required to make an offer to purchase Notes having an aggregate principal amount equal to the aggregate amount of Excess Proceeds (the “Prepayment Offer”) at a purchase price (the “Prepayment Offer Price”) equal to 100% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the Asset Sale Purchase Date (as defined in Section 4.11(d)) (subject to the rights of Holders of record on relevant record dates to receive interest due on the relevant interest payment date) in accordance with the procedures (including prorating in the event of over subscription) set forth in this Indenture, but, if the terms of any Pari Passu Indebtedness require that a Pari Passu Offer be made contemporaneously with the Prepayment Offer, then the Excess Proceeds shall be prorated between the Prepayment Offer and such Pari Passu Offer in accordance with the aggregate outstanding principal amounts of the Notes and such Pari Passu Indebtedness (based on principal amounts of Notes and Pari Passu Indebtedness (or, in the case of Pari Passu Indebtedness issued with significant original issue discount, based on the accreted value thereof) tendered), and the aggregate principal amount of Notes to be purchased pursuant to the Prepayment Offer shall be reduced accordingly. If the aggregate principal amount of Notes tendered by Holders thereof exceeds the amount of Excess Proceeds available for purchase of Notes, then such amount of Excess Proceeds will be allocated pro rata according to the principal amount of the Notes tendered and the Trustee will select the Notes to be purchased in accordance with this Indenture on a pro rata basis (or, in the case of Global Notes, on as nearly a pro rata basis as is practicable, subject to the procedures of DTC or any other Depositary) and in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. To the extent that any portion of the amount of Excess Proceeds remains after compliance with this Section 4.11(c) and provided that all Holders have been given the opportunity to tender their Notes for purchase as described in Section 4.11(d) in accordance with this Indenture, the Company or the Restricted Subsidiaries may use such remaining amount for purposes permitted by this Indenture and the amount of Excess Proceeds will be reset to zero. The Company may satisfy the foregoing obligation with respect to any Excess Proceeds by making a Prepayment Offer prior to the expiration of the relevant 365 day period or with respect to Excess Proceeds of $50.0 million or less. (d) Within 30 days after the 365th day following the date of an Asset Sale, the Company shall, if it is obligated to make a Prepayment Offer pursuant to Section 4.11(c), send a written Prepayment Offer notice, by first-class mail (or, in the case of Global Notes, if such notice is given by the Trustee on behalf of the Company, sent in accordance with the applicable procedures of the Depositary), to the Holders (the “Prepayment Offer Notice”), with a copy to the Trustee, accompanied by such information regarding the Company and its Subsidiaries as the Company believes will enable such Holders to make an informed decision with respect to the Prepayment Offer. The Prepayment Offer Notice will state, among other things: (1) that the Company is offering to purchase Notes pursuant to the provisions of this Indenture; (2) that any Note (or any portion thereof) accepted for payment (and duly paid on the Asset Sale Purchase Date) pursuant to the Prepayment Offer shall cease to accrue interest on the Asset Sale Purchase Date; (3) that any Notes (or portions thereof) not properly tendered will continue to accrue interest; (4) the purchase price and purchase date, which shall be, subject to any contrary requirements of applicable law, no less than 30 days nor more than 60 days after the date the Prepayment Offer Notice is mailed (or, in the case of Global Notes, sent) (the “Asset Sale Purchase Date”); (5) the amount of Excess Proceeds available to purchase Notes; (6) a description of the procedure which Holders of Notes must follow in order to tender their Notes and the procedures that Holders of Notes must follow in order to withdraw an election to tender their Notes for payment; and (7) all other instructions and materials necessary to enable Holders to tender Notes pursuant to the Prepayment Offer. If any of the Notes subject to a Prepayment Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to repurchases. (e) The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes as described above. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Prepayment Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.11 by virtue thereof. (f) Holders electing to have Notes purchased hereunder will be required to surrender such Notes at the address specified in the notice prior to the close of business on the third Business Day prior to the Asset Sale Purchase Date. Holders will be entitled to withdraw their election to have their Notes purchased pursuant to this Section 4.11 if the Company receives, not later than one Business Day prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter specifying, as applicable: (1) the name of the Holder, (2) the certificate number of the Note in respect of which such notice of withdrawal is being submitted, (3) the principal amount of the Note (which shall be $2,000 or whole multiples of $1,000 in excess thereof) delivered for purchase by the Holder as to which his election is to be withdrawn, (4) a statement that such Hxxxxx is withdrawing his election to have such principal amount of such Note purchased, and (5) the principal amount, if any, of such Note (which shall be $2,000 or whole multiples of $1,000 in excess thereof) that remains subject to the original Prepayment Offer Notice and that has been or will be delivered for purchase by the Company. (g) The Company shall (i) not later than the Asset Sale Purchase Date accept for payment Notes or portions thereof tendered pursuant to the Prepayment Offer, (ii) not later than 12:30 p.m. (New York City time) on the Asset Sale Purchase Date deposit with the Trustee or with a Paying Agent an amount of money in same day funds sufficient to pay the aggregate Prepayment Offer Price, as the case may be, of all the Notes or portions thereof which are to be purchased on that date and (iii) not later than 12:30 p.m. (New York City time) on the Asset Sale Purchase Date, as the case may be, deliver to the Paying Agent an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Company shall publicly announce the results of the Prepayment Offer, as the case may be, on or as soon as practicable after the Asset Sale Purchase Date. (h) Upon receipt by the Company of the proper tender of any Note (or portion thereof) accepted for purchase pursuant to Section 4.11(c), the Holder of the Note (or portion thereof) accepted for purchase pursuant to Section 4.11(c) in respect of which such proper tender was made and which has so been accepted for purchase shall (unless the tender of such Note (or portion thereof) accepted for purchase pursuant to Section 4.11(c) is properly withdrawn at least one Business Day prior to the Asset Sale Purchase Date) thereafter be entitled to receive solely the Prepayment Offer Price with respect to such Note (or portion thereof) accepted for purchase pursuant to Section 4.11(c). Notes to be purchased shall, on the Asset Sale Purchase Date, become due and payable at the Prepayment Offer Price and from and after such date (unless the Company shall default in the payment of the Prepayment Offer Price) such Notes shall cease to bear interest. Such Prepayment Offer Price shall be paid to such Holder promptly following the later of the Asset Sale Purchase Date and the time of delivery of such Note to the relevant Paying Agent at the office of such Paying Agent by the Holder thereof in the manner required. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at the Prepayment Offer Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Asset Sale Purchase Date shall be payable to the Person in whose name the Notes are registered as such as of the close of business on the relevant record dates according to the terms and the provisions of Section 2.04. If any Note tendered for purchase shall not be so paid upon surrender thereof by deposit of funds with the Trustee or a Paying Agent in accordance with paragraph (g) of this Section 4.11, the principal thereof (and premium, if any, thereon) shall, until paid, bear interest from the Asset Sale Purchase Date at the rate borne by such Note. Any Note that is to be purchased only in part shall be surrendered to a Paying Agent at the office of such Paying Agent (with, if the Company, the Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Registrar or the Trustee duly executed by, the Holder thereof or such Hxxxxx’s attorney duly authorized in writing), and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Note, without service charge, one or more new Notes of any authorized denomination as requested by such Holder in an aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Note so surrendered that is not purchased. For all purposes of this Section 4.11, unless the context otherwise requires, all provisions relating to the purchase of Notes shall relate, in the case of any Notes purchased or to be purchased only in part, to the portion of the principal amount of such Notes which has been or is to be purchased. The Paying Agent (at the Company’s expense) shall promptly mail or deliver to the Holder thereof any Note or portion thereof not to be so purchased.

Asset Sales. (a) The Parent shall BP I and BP II will not, and shall will not permit any of its Restricted Subsidiaries to, consummate cause or make an Asset Sale unless: Sale, unless (ix) BP I, BP II or any Restricted Subsidiaries, as the Parent (or a Restricted Subsidiary) case may be, receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed of; and , and (iiy) at least 75% of the consideration therefor received in the Asset Sale by the Parent BP I, BP II or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. For purposes of this provision (but not ; provided that for purposes of clause (y) the definition of Net Proceeds), each of the following will be deemed to be cashamount of: (1i) any liabilities, liabilities (as shown on the ParentBP I’s, BP II’s or such Restricted Subsidiary’s most recent consolidated balance sheetsheet or in the notes thereto) of BP I, of the Parent BP II or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Senior Notes or any Guarantee or the Intercompany LoanSenior Note Guarantee) that are assumed in connection with by the transfer transferee of any such assets pursuant to an agreement that releases the Parent or such Restricted Subsidiary from further liability in respect of those liabilities; andassets, (2ii) any securities, notes or other obligations or other securities or assets received by the Parent BP I, BP II or any such Restricted Subsidiary from such transferee that are converted by the Parent BP I, BP II or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, 180 days of the receipt thereof (to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply the Net Proceeds of an Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemptionreceived)., and (biii) Pending the final application of any Net ProceedsDesignated Non-cash Consideration received by BP I, the Parent BP II or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds Subsidiaries in any manner such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not prohibited by to exceed 1.25% of Total 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), shall be deemed to be Cash Equivalents for the purposes of this IndentureSection 4.06(a).

Asset Sales. (a) The Parent shall TLLP will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Parent TLLP (or a the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (such Fair Market Value to be determined at on the time date of entering into an agreement contractually agreeing to effect such Asset Sale with and which shall give effect to the Fair Market Value assumption by another Person of consideration other than cash and Cash Equivalents determined by an independent investment banking firm any liabilities as provided for in clause (A) of international standingthe following paragraph) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii2) at least 75% of the consideration received in the Asset Sale by the Parent TLLP or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of the preceding clause (2) of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following will shall be deemed to be cash: (1A) any liabilities, as shown on the ParentTLLP’s most recent consolidated balance sheet, of the Parent TLLP or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Notes or any Guarantee or the Intercompany LoanNote Guarantees) that are assumed in connection with by the transfer transferee of any such assets pursuant to an a customary novation agreement that releases the Parent TLLP or such Restricted Subsidiary from further liability in respect of those liabilities; andliability; (2B) any securities, notes or other obligations received by the Parent TLLP or any such Restricted Subsidiary from in connection with such transferee transaction that within 90 days after the Asset Sale (subject to ordinary settlement periods) are converted by the Parent TLLP or such Restricted Subsidiary into cash or Cash Equivalents within 90 daysEquivalents, to the extent of the cash or Cash Equivalents received in that conversion; (C) any stock or assets of the kind referred to in clauses (2) or (4) of the next succeeding paragraph received by TLLP or any such Restricted Subsidiary in connection with such transaction; and (D) accounts receivable of a business retained by TLLP or any of its Restricted Subsidiaries, as the case may be, following the sale of such business, provided such accounts receivable (x) are not past due more than 60 days and (y) do not have a payment date greater than 90 days from the date of the invoices creating such accounts receivable; provided that any Asset Sale pursuant to a condemnation, appropriation or other similar taking, including by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Lien incurred not in violation of Section 4.12 or exercise by the related lienholder of rights with respect thereto, including by deed or assignment in lieu of foreclosure, shall not be required to satisfy the conditions set forth in clauses (1) and (2) of this paragraph. The Issuer Within 365 days after the receipt of any Net Proceeds from an Asset Sale, TLLP (or any Restricted Subsidiary) may apply such Net Proceeds at its option to any combination of the following: (1) to prepay, repay, redeem or repurchase Senior Indebtedness of TLLP and/or its Restricted Subsidiaries; (2) to acquire a controlling interest in another business or all or substantially all of the assets of, or any Capital Stock or operating line of, another business, in each case engaged in a Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of TLLP; (3) to make capital expenditures; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; provided that, in the case of clauses (2), (3) and (4) above, a binding commitment shall apply be treated as a permitted application of the Net Proceeds from the date of such commitment so long as TLLP (or the applicable Restricted Subsidiary, as the case may be) enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption“Acceptable Commitment”). (b) ; provided further that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, but after the 365th day after the receipt of such Net Proceeds, then such Net Proceeds shall constitute Excess Proceeds. Pending the final application of any Net Proceeds, TLLP or the Parent or any applicable Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this Section 4.10 will constitute “Excess Proceeds.” Within five days after the date on which the aggregate amount of Excess Proceeds exceeds $25.0 million (or, at the Issuers’ option, any earlier date), the Issuers will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount (or accreted value) thereof plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, TLLP or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. TLLP will comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this Section 4.10, TLLP will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliance.

Asset Sales. (a) The Parent shall notExcept for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity, and in the case of the Guarantor, its Material Subsidiaries, shall not permit consummate any Asset Sale, if the aggregate net book value of its Restricted Subsidiaries to, consummate an all such Asset Sale unless: (i) Sales consummated during the Parent (or a Restricted Subsidiary) receives consideration at the time four calendar quarters immediately preceding any date of determination would exceed 25% of the Asset Sale at least equal to total assets of the Fair Market Value (determined at Applicable Reporting Entity and its Consolidated Subsidiaries as of the time beginning of entering into an agreement to effect the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii) at least 75% of the consideration received in the Asset Sale by the Parent or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision (but not will be disregarded for purposes of the definition 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of Net Proceeds), each business of the following will be deemed Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to be cash: (1) any liabilities, as shown on the Parent’s most recent consolidated balance sheet, of the Parent such Asset Sale are worn out or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Guarantee no longer useful or the Intercompany Loan) that are assumed necessary in connection with the transfer operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such assets pursuant Asset Sale are being transferred to an agreement that releases a Wholly Owned Subsidiary of the Parent Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or such Restricted Subsidiary from further liability in respect of those liabilities; and (2) any securities, notes or other obligations received reinvested by the Parent Applicable Reporting Entity or any such Restricted Subsidiary from such transferee that thereof in a Permitted Business, (ii) are converted used by the Parent Applicable Reporting Entity or such Restricted any Subsidiary into cash or Cash Equivalents within 90 days, thereof to the extent repay Debt of the cash or Cash Equivalents received in that conversion. The Issuer shall apply the Net Proceeds of an Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption). (b) Pending the final application of any Net Proceeds, the Parent Applicable Reporting Entity or any Restricted Subsidiary may temporarily reduce revolving credit borrowings thereof, or otherwise invest (iii) are retained by the Net Proceeds in Applicable Reporting Entity or any manner that is not prohibited by this IndentureSubsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Sale.

Asset Sales. (a) The Parent shall not, and shall not permit any of its Restricted Subsidiaries to, consummate Cause or make an Asset Sale Sale, unless: (ia) the Parent (Borrower or a such Restricted Subsidiary) , as the case may be, receives consideration at least equal to the fair market value (as determined in good faith by the Borrower at the time of the Asset Sale at least equal execution of the definitive agreement with respect to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standingSale) of the assets or Equity Interests issued or sold or otherwise disposed of; and; (iib) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received in the Asset Sale by the Parent Borrower or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. For purposes of this provision Equivalents (but not for purposes determined in good faith by the Borrower at the time of the definition of Net Proceeds), each execution of the following will be deemed definitive agreement with respect to be cashsuch Asset Sale); provided, that the amount of: (1i) any liabilities, liabilities (as shown on the ParentBorrower’s or such Restricted Subsidiary’s most recent consolidated balance sheet, sheet or in the footnotes thereto) of the Parent Borrower or any such Restricted Subsidiary (Subsidiary, other than contingent liabilities and liabilities that are by their terms subordinated to the NotesObligations or that are owed to the Borrower or a Restricted Subsidiary, any Guarantee or the Intercompany Loan) that are assumed in connection with by the transfer transferee of any such assets pursuant to an agreement that releases and for which the Parent or such Borrower and all of its Restricted Subsidiary from further liability Subsidiaries have been validly released by all creditors in respect of those liabilities; andwriting; (2ii) any securities, notes or other obligations securities received by the Parent Borrower or any such Restricted Subsidiary from such transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, (to the extent of the cash received) within 180 days following the closing of such Asset Sale; and (iii) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Equivalents Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $405,000,000 and 90.0% of EBITDA of the Borrower as of the end of the most recently ended Test Period at the time of the execution of the definitive agreement with respect to the relevant Asset Sale, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time of the execution of the definitive agreement with respect to the relevant Asset Sale without giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose. To the extent any Collateral is disposed of pursuant to a Permitted Asset Sale or as permitted by this Section 6.05 or pursuant to any disposition that conversion. The Issuer shall apply the Net Proceeds of does not constitute an Asset Sale but is otherwise not prohibited under this Agreement, in each case, to redeem Senior Secured Notes any Person other than a Loan Party, such Collateral shall be disposed of free and Notes clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as set forth applicable, shall be authorized to take any actions deemed appropriate in Section 3.8 (Mandatory Redemption). (b) Pending order to effect the final application of any Net Proceedsforegoing. Notwithstanding the foregoing, neither the Parent or Borrower nor any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in shall consummate any manner Asset Sale that is not prohibited by this Indenture.constitutes an IP Separation Transaction. Section 6.06. [Reserved]

Asset Sales. (a) The Parent shall Partnership will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (ia) the Parent Partnership (or a Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at measured as of the time date of entering into an the definitive agreement with respect to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standingSale) of the assets or Equity Interests issued or sold or otherwise disposed of; and (iib) at least 75% of the aggregate consideration received in the Asset Sale by the Parent Partnership or such a Restricted Subsidiary and all other Asset Sales since the date of this Indenture is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following will be deemed to be cash: (1) any liabilities, as shown on the ParentPartnership’s most recent consolidated balance sheet, of the Parent Partnership or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Notes or any Guarantee or the Intercompany LoanNote Guarantee) that are assumed in connection with by the transfer transferee of any such assets pursuant to an a novation or indemnity agreement that releases the Parent Partnership or such Restricted Subsidiary from or indemnifies against further liability (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Partnership or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of those liabilitiessuch assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Partnership or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into); (2) with respect to any Asset Sale of oil and gas properties by the Partnership or any of its Restricted Subsidiaries, any agreement by the transferee (or an Affiliate thereof) to pay all or a portion of the costs and expenses related to the exploration, development, completion or production of such properties and activities related thereto; and (23) any securities, notes Notes or other obligations received by the Parent Partnership or any such Restricted Subsidiary from such transferee that are are, within 90 days of the Asset Sale, converted by the Parent Partnership or such Restricted Subsidiary into cash or Cash Equivalents within 90 dayscash, to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply the Net Proceeds of an Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption). (bc) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Partnership (or any Restricted Subsidiary) may apply such Net Proceeds at its option to any combination of the following: (1) to repay, redeem or repurchase any Senior Debt; (2) to invest in or acquire Additional Assets; or (3) to make capital expenditures in respect of the Partnership’s or any Restricted Subsidiaries’ Oil and Gas Business. (d) The requirement of clause (2) or (3) of Section 4.10(c) shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by the Partnership (or any Restricted Subsidiary) with a Person other than a Restricted Subsidiary within the time period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such contract within six months following the date such agreement is entered into. (e) Pending the final application of any Net Proceeds, the Parent Partnership (or any Restricted Subsidiary Subsidiary) may temporarily reduce revolving credit borrowings Indebtedness under any Credit Facility or otherwise expend or invest the Net Proceeds in any manner that is not prohibited by this Indenture. (f) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(c) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, within five days thereof, the Partnership will make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets to purchase, prepay or redeem, on a pro rata basis (based on principal amounts of Notes and pari passu Indebtedness (or, in the case of pari passu Indebtedness issued with significant original issue discount, based on the accreted value thereof) tendered), the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Partnership or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered in such Asset Sale Offer exceeds the amount of Excess Proceeds allocated to the purchase of Notes, the Trustee will select the Notes to be purchased on a pro rata basis (except that any Notes represented by a note in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate), based on the principal amounts tendered (with such adjustments as may be deemed appropriate by the Partnership so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Partnership may satisfy the foregoing obligation with respect to any Excess Proceeds by making an Asset Sale Offer prior to the expiration of the relevant 360 day period or with respect to Excess Proceeds of $20.0 million or less. (g) The Partnership will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 3.09 or this Section 4.10, the Partnership will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 or this Section 4.10 by virtue of such compliance.

Asset Sales. (a) The Parent shall Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i) the Parent (Borrower or a the applicable Restricted Subsidiary) , as the case may be, receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii) at least 7580% of the consideration received for the assets sold by the Borrower or the Restricted Subsidiary, as the case may be, in the Asset Sale by the Parent or such Restricted Subsidiary is will be in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net Proceeds), each of the following will be deemed to be cash:of (1A) any liabilitiescash, as shown on Cash Equivalents or the Parent’s most recent consolidated balance sheet, assumption of Indebtedness (other than Indebtedness owed to the Parent Borrower or any Restricted Subsidiary or any Subordinated Indebtedness); (B) property or assets (other than contingent liabilities and liabilities that are by their terms subordinated current assets as determined in accordance with Mexican GAAP, except for current assets acquired incidental to the Notesacquisition of assets that constitute a line of business, or Capital Stock) to be owned by and used in a Permitted Business of the Borrower or any Guarantee Restricted Subsidiary; or (C) Capital Stock of (i) one or more Persons engaged in a Permitted Business (except as otherwise permitted by Section 5.15) which thereby become Restricted Subsidiaries, or (ii) a Restricted Subsidiary, in each case which Capital Stock was acquired from a third party other than the Intercompany LoanBorrower or a Restricted Subsidiary (Clauses (B) that are assumed and (C), together, “Replacement Assets”), in connection with each case received at the transfer time of such Asset Sale. The Borrower or such Restricted Subsidiary, as the case may be, may apply the Net Cash Proceeds of any such assets pursuant Asset Sale within 360 days thereof to an agreement that releases the Parent or such Restricted Subsidiary from further liability in respect of those liabilities; and (2i) repay any securities, notes or other obligations received by the Parent or any such Restricted Subsidiary from such transferee that are converted by the Parent or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, to the extent Indebtedness of the cash or Cash Equivalents received in that conversion. The Issuer shall apply the Net Proceeds of an Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption). (b) Pending the final application of any Net Proceeds, the Parent Borrower or any Restricted Subsidiary may temporarily for borrowed money or constituting a Capitalized Lease Obligation (other than Subordinated Indebtedness) and permanently reduce revolving credit borrowings the commitments with respect thereto without Refinancing or otherwise invest (ii) purchase Replacement Assets from a Person other than the Net Proceeds in any manner that is not prohibited by this IndentureBorrower and its Restricted Subsidiaries.

Asset Sales. (a) The Parent Except for the sale of assets required to be ----------- sold to conform with governmental requirements, the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an any Asset Sale unless: (i) Sale, if the Parent (or a Restricted Subsidiary) receives consideration at aggregate net book value of all such Asset Sales consummated during the time four calendar quarters immediately preceding any date of determination would exceed 25% of the Asset Sale at least equal to total assets of the Fair Market Value (determined at Borrower and its Consolidated Subsidiaries as of the time beginning of entering into an agreement to effect the Borrower's most recently ended full fiscal quarter; provided, however, that any such Asset Sale with will be disregarded for purposes of -------- ------- the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing25% limitation specified above: (a) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii) at least 75% of the consideration received in the if any such Asset Sale by the Parent or such Restricted Subsidiary is in the form ordinary course of cash or Cash Equivalents. For purposes of this provision (but not for purposes business of the definition of Net Proceeds), each of Borrower and its Subsidiaries; (b) if the following will be deemed assets subject to be cash: (1) any liabilities, as shown on the Parent’s most recent consolidated balance sheet, of the Parent such Asset Sale are worn out or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Guarantee no longer useful or the Intercompany Loan) that are assumed necessary in connection with the transfer operation of the businesses of the Borrower or its Subsidiaries; (c) if the assets subject to any such assets pursuant Asset Sale are being transferred to an agreement that releases a Wholly-Owned Subsidiary of the Parent or such Restricted Subsidiary from further liability in respect of those liabilitiesBorrower; and (2d) any securities, notes or other obligations received by the Parent or any such Restricted Subsidiary from such transferee that are converted by the Parent or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, to the extent the assets subject to any such Asset Sale involve transfers of assets of or equity interests in connection with the Caribou Investments Joint Venture; (e) if the proceeds from any such Asset Sale (i) are, within 12 months of such Asset Sale, invested or reinvested by the Borrower or any Subsidiary in a Permitted Business, (ii) are used by the Borrower or a Subsidiary to repay Debt of the cash Borrower or Cash Equivalents received in that conversion. The Issuer shall apply such Subsidiary, or (iii) are retained by the Net Proceeds of an Borrower or its Subsidiaries; or (f) if, prior to any such Asset Sale Sale, Xxxxx'x and S&P confirm the then current Borrower Ratings after giving effect to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption)any such Asset Sale. (b) Pending the final application of any Net Proceeds, the Parent or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

Asset Sales. (a) The Parent shall not, and shall not permit any of its Restricted Subsidiaries to, consummate Cause or make an Asset Sale Sale, unless: (ia) the Parent (Borrower or a such Restricted Subsidiary) , as the case may be, receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value fair market value (as determined at in good faith by the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standingBorrower) of the assets or Equity Interests issued or sold or otherwise disposed of; and; (iib) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received in the Asset Sale by the Parent Borrower or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of ; provided that the definition of Net Proceeds), each of the following will be deemed to be cashamount of: (1i) any liabilities, liabilities (as shown on the ParentBorrower’s or such Restricted Subsidiary’s most recent consolidated balance sheet, sheet or in the footnotes thereto) of the Parent Borrower or any such Restricted Subsidiary (Subsidiary, other than contingent liabilities and liabilities that are by their terms subordinated to the NotesObligations or that are owed to the Borrower or a Restricted Subsidiary, any Guarantee or the Intercompany Loan) that are assumed in connection with by the transfer transferee of any such assets pursuant to an agreement that releases and for which the Parent or such Borrower and all of its Restricted Subsidiary from further liability Subsidiaries have been validly released by all creditors in respect of those liabilities; andwriting; (2ii) any securities, notes or other obligations securities received by the Parent Borrower or any such Restricted Subsidiary from such transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, (to the extent of the cash received) within 180 days following the closing of such Asset Sale; and (iii) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Equivalents Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $150,000,000 and 90.0% of EBITDA of the Borrower as of the end of the most recently ended Test Period 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, shall be deemed to be cash for purposes of this provision and for no other purpose. To the extent any Collateral is disposed of pursuant to Permitted Asset Sale or as expressly permitted by this Section 6.05 or pursuant to any disposition that conversion. The Issuer shall apply the Net Proceeds of does not constitute an Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption). (b) Pending the final application of any Net Proceeds, the Parent or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or but is otherwise invest the Net Proceeds in any manner that is not prohibited under this Agreement, in each case, to any Person other than a Loan Party, such Collateral shall be disposed of free and clear of the Liens created by this Indenturethe Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Asset Sales. (a) The Parent shall notNo later than the first business day following the date of receipt, and shall not permit in any given month, by Borrower or any of its Restricted Subsidiaries to, consummate an of any Net Asset Sale unless: Proceeds (ias hereinafter defined) the Parent (or a Restricted Subsidiary) receives consideration at the time in excess of the Asset Sale at least equal to the Fair Market Value aggregate amount of Budgeted Expenses (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standingas defined in Section 15(e) of the assets or Equity Interests issued or sold or otherwise disposed of; and (iihereof) at least 75% of the consideration received as set forth in the Asset Sale by the Parent or such Restricted Subsidiary is most recent Budget (as defined in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net ProceedsSection 15(e), each of the following will be deemed ) required to be cash: (1) any liabilities, as shown on the Parent’s most recent consolidated balance sheet, of the Parent or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Guarantee or the Intercompany Loan) that are assumed in connection with the transfer of any such assets delivered pursuant to an agreement that releases Section 15(e) hereof, Borrower shall prepay the Parent or such Restricted Subsidiary from further liability in respect of those liabilities; and (2) any securities, notes or other obligations received by the Parent or any such Restricted Subsidiary from such transferee that are converted by the Parent or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply the Net Proceeds of an Asset Sale to redeem Senior Secured Notes and Notes Forbearance Period Advances as set forth in Section 3.8 3(i) hereof in an aggregate amount equal to such excess amount; provided, that (Mandatory RedemptionA) such Net Asset Sale Proceeds shall be deposited directly by the payee thereof into a deposit account held by Borrower at Amegy Bank, N.A. and (B) if, within 30 days of Borrower’s receipt of such Net Asset Sale Proceeds, Borrower has not paid one or more such Budgeted Expenses in an aggregate amount equal to 100% of the amount of such proceeds not otherwise required to prepay the Forbearance Period Advances, then Borrower shall prepay the Forbearance Period Advances as set forth in Section 3(i) hereof in an amount equal to the amount not so paid. “Net Asset Sale Proceeds” means, with respect to any Asset Sale (as hereinafter defined). , an amount equal to: (b1) Pending cash payments received by Borrower or any of its Subsidiaries from such Asset Sale, minus (2) any bona fide direct costs and expenses incurred in connection with such Asset Sale to the final application extent paid or payable to non-Affiliates, including (x) income or gains taxes payable or reasonably estimated to be payable by the seller as a result of any Net Proceedsgain recognized in connection with such Asset Sale during the tax period the sale occurs, (y) payment of the obligations (other than the Loans) secured by a Lien on the assets in question, which is required to be repaid under the terms thereof as a result of such Asset Sale, and (z) a reasonable reserve for any adjustments in respect to sale price of such assets and any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale undertaken by Borrower or any of its Subsidiaries in connection with such Asset Sale; provided that upon release of any such reserve, the Parent amount released shall be considered Net Asset Sale Proceeds). “Asset Sale” means a sale, lease or sublease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer, license or other disposition to, or any Restricted Subsidiary may temporarily reduce revolving credit borrowings exchange of property with, any Person (other than to or otherwise invest with a Credit Party), in one transaction or a series of transactions, of all or any part of any Credit Party’s businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, including, without limitation, the Net Proceeds capital stock of any Credit Party, other than inventory or other assets sold or leased, or cash or cash equivalents disposed of, in each case, in the ordinary course of business. For purposes of clarification, “Asset Sale” shall (i) include (x) the sale or other disposition for value of any manner that is not prohibited contracts or (y) the early termination or modification of any contract resulting in the receipt by this Indentureany Credit Party of a cash payment or other consideration in exchange for such event (other than payments in the ordinary course of business for accrued and unpaid amounts due through the date of termination or modification) and (ii) exclude any taking or other disposition by means of power of eminent domain, condemnation or similar power, threat or right.

Asset Sales. (a) The Parent shall Borrower will not, and shall will not permit any Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Capital Stock, nor will the Borrower permit any of its Restricted Subsidiaries toto issue any additional shares of Capital Stock or other ownership interest in such Restricted Subsidiary, consummate an Asset Sale unlessexcept in the case of the Borrower and its Restricted Subsidiaries: (a) sales of inventory, used or surplus equipment and Permitted Investments in the ordinary course of business; (b) sales, transfers and dispositions to the Borrower or a Restricted Subsidiary; provided that any such sales, transfers or dispositions involving a Restricted Subsidiary that is not a Loan Party shall be made in compliance with Section 6.09; (c) sales, transfers and dispositions of assets (other than capital stock of a Restricted Subsidiary) that are not permitted by any other clause of this Section; provided that the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (c) shall not exceed (i) $50,000,000 during any fiscal year of the Borrower and (ii) $125,000,000 at any time after the Amendment Effective Date; (d) so long as after giving effect thereto the Borrower is in Pro Forma Compliance, any License Swap and any Swap of License Related Assets in connection therewith, provided that, (i) the Parent aggregate number of Pops in the BTAs and MTAs covered by the License or Licenses that are the subject of all License Swaps (or a Restricted Subsidiaryother than the San Diego Swap) receives consideration at the time in each fiscal year may not exceed 10% of the Asset Sale at least equal Amendment Effective Date Pops and (ii) the fair market value of the License Related Assets that are the subject of Swaps of License Related Assets in each fiscal year may not exceed $50,000,000; (e) sales of the Memphis Equipment to the Fair Market Value (determined at the time of entering into an agreement IDB pursuant to effect such Asset Sale and in accordance with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) terms of the assets Memphis Sale Lease-Back; (f) sales of towers or Equity Interests issued or sold or otherwise disposed ofof all of the Capital Stock of a Leaseback Subsidiary in connection with sale and lease-back transactions permitted by this Agreement; and (g) the AT&T Swap, provided that (i) any Net Proceeds received by the Borrower are used to finance (x) the Airadigm Acquisition within two years of the Amendment Effective Date and/or (y) the Indus Acquisition and the acquisition of the Polycell Licenses and the ABC Licenses within one year of the Amendment Effective Date and (ii) at least 75% the Borrower applies any of such Net Proceeds not so used in accordance with Section 2.09(b) (with respect to which the consideration received in the Asset Sale by the Parent or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net Proceeds), each of the following will AT&T Swap shall be deemed to be cash: a Prepayment Event); provided that, except for transfers of towers to a Leaseback Subsidiary the Memphis Sale Lease-Back, all sales, transfers, leases and other dispositions permitted hereby shall be made for fair value and, except in the case of clauses (1d) any liabilitiesand (g), as shown on the Parent’s most recent consolidated balance sheet, of the Parent or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Guarantee or the Intercompany Loan) that are assumed in connection with the transfer of any such assets pursuant to an agreement that releases the Parent or such Restricted Subsidiary from further liability in respect of those liabilities; and (2) any securities, notes or other obligations received by the Parent or any such Restricted Subsidiary from such transferee that are converted by the Parent or such Restricted Subsidiary into solely for cash or Cash Equivalents within 90 days, to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply the Net Proceeds of an Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption)consideration. (b) Pending the final application of any Net Proceeds, the Parent or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

Asset Sales. (a) The Parent shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i) the Parent (Issuer or a the applicable Restricted Subsidiary) , as the case may be, receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii) at least 7580% of the consideration received for the assets sold by the Issuer or the Restricted Subsidiary, as the case may be, in the Asset Sale by the Parent or such Restricted Subsidiary is will be in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net Proceeds), each of the following will be deemed to be cash:of (1A) any liabilitiescash, as shown on Cash Equivalents or the Parent’s most recent consolidated balance sheet, assumption of Indebtedness (other than Indebtedness owed to the Parent Issuer or any Restricted Subsidiary or any Subordinated Indebtedness); (B) property or assets (other than contingent liabilities and liabilities that are by their terms subordinated current assets as determined in accordance with Mexican GAAP, except for current assets acquired incidental to the Notesacquisition of assets that constitute a line of business, or Capital Stock) to be owned by and used in a Permitted Business of the Issuer or any Guarantee Restricted Subsidiary; or (C) Capital Stock of (i) one or more Persons engaged in a Permitted Business (except as otherwise permitted by Section 3.15) which thereby become Restricted Subsidiaries, or (ii) a Restricted Subsidiary, in each case which Capital Stock was acquired from a third party other than the Intercompany LoanIssuer or a Restricted Subsidiary (Clauses (B) that are assumed and (C), together, “Replacement Assets”), in connection with each case received at the transfer time of such Asset Sale. The Issuer or such Restricted Subsidiary, as the case may be, may apply the Net Cash Proceeds of any such assets pursuant Asset Sale within 360 days thereof to an agreement that releases the Parent or such Restricted Subsidiary from further liability in respect of those liabilities; and (2i) repay any securities, notes or other obligations received by the Parent or any such Restricted Subsidiary from such transferee that are converted by the Parent or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, to the extent Indebtedness of the cash or Cash Equivalents received in that conversion. The Issuer shall apply the Net Proceeds of an Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption). (b) Pending the final application of any Net Proceeds, the Parent or any Restricted Subsidiary may temporarily for borrowed money or constituting a Capitalized Lease Obligation (other than Subordinated Indebtedness) and permanently reduce revolving credit borrowings the commitments with respect thereto without Refinancing, or otherwise invest (ii) purchase Replacement Assets from a Person other than the Net Proceeds in any manner that is not prohibited by this IndentureIssuer and its Restricted Subsidiaries.

Asset Sales. (a) The Parent shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Parent Issuer (or a such Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; (2) in the case of Asset Sales involving consideration in excess of $10.0 million, the fair market value is determined by the Issuer’s Board of Directors and evidenced by a Board Resolution set forth in an Officers’ Certificate delivered to the Trustee; and (ii3) except for any Permitted Asset Swap, at least 75% of the consideration received in the Asset Sale by the Parent Issuer or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision clause (but not for purposes 2) above, the amount of the definition of Net Proceeds), each of the following will be deemed to be cash: (1i) any liabilities, liabilities (as shown on the ParentIssuer’s or such Restricted Subsidiary’s most recent consolidated balance sheet, sheet or in the notes thereto) of the Parent Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Guarantee or the Intercompany LoanSecurities) that are assumed in connection with by the transfer transferee of any such assets pursuant to an agreement that releases and from which the Parent or such Issuer and all Restricted Subsidiary from further liability Subsidiaries have been validly released by all creditors in respect of those liabilities; and writing, (2ii) any securities, notes or other obligations securities received by the Parent Issuer or any such Restricted Subsidiary from such transferee that are converted by the Parent Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, (to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply received) within 180 days following the Net Proceeds closing of an such Asset Sale and (iii) any Designated Noncash Consideration received by the Issuer or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good faith by the Board of Directors of the Issuer), taken together with all other Designated Noncash Consideration received pursuant to redeem Senior Secured Notes this clause (iii) that is at that time outstanding, not to exceed the greater of (x) $75.0 million and Notes as set forth (y) 5.0% of Consolidated Tangible Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent changes in Section 3.8 (Mandatory Redemptionvalue), shall be deemed to be cash for purposes of this paragraph and for no other purpose. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer may apply those Net Proceeds at its option: (1) to permanently reduce Obligations under Senior Debt of the Issuer (and to correspondingly reduce commitments with respect thereto) or Indebtedness of the Issuer that ranks pari passu with the Securities (provided that if the Issuer shall so reduce Obligations under such Indebtedness of the Issuer that ranks pari passu with the Securities, it will equally and ratably reduce Obligations under the Securities by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, the pro rata principal amount of Securities) or Indebtedness of a Restricted Subsidiary, in each case, other than Indebtedness owed to the Issuer or an Affiliate of the Issuer; (2) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) other assets, in each of (A), (B) and (C), used or useful in a Permitted Business; and/or (3) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and it results in the Issuer or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties or (C) assets that, in each of (A), (B) and (C), replace the businesses, properties and assets that are the subject of such Asset Sale. (c) When the aggregate amount of Net Proceeds not applied or invested in accordance with the preceding paragraph (“Excess Proceeds”) exceeds $20.0 million, the Issuer will make an offer (an “Asset Sale Offer”) to all Holders and holders of Indebtedness that ranks pari passu with the Securities and contains provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets to purchase, on a pro rata basis, the maximum principal amount of Securities and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (the “Asset Sale Offer Amount”). The offer price in any Asset Sale Offer will be equal to 100% of principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase (the “Asset Sale Payment”), and will be payable in cash. (d) Pending the final application of any Net Proceeds, the Parent or any Restricted Subsidiary Issuer may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

Asset Sales. (a) The Parent shall Loan Parties will not, and shall will not permit any of its Restricted the Subsidiaries to, consummate an Asset Sale unlesssell, transfer, lease or otherwise dispose of any asset, including any capital stock, nor will the Loan Parties permit any of the Subsidiaries to issue any additional shares of its capital stock or other ownership interest in such Subsidiary, except: (a) (i) sales of Inventory in the Parent ordinary course of business, or (ii) used or surplus equipment, or (iii) Permitted Investments, in each case in the ordinary course of business; (b) sales, transfers and dispositions among the Loan Parties and their Subsidiaries, PROVIDED that any such sales, transfers or dispositions involving a Restricted SubsidiarySubsidiary that is not a Loan Party shall be made in compliance with Section 6.08; (c) receives consideration at sale-leaseback transactions involving any Borrower's Real Estate as long as, with respect to any Eligible Real Estate, the time of the Asset Sale net proceeds therefrom are at least equal to the Fair Market Value amounts then available to be borrowed with respect thereto under clause (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standingc) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii) at least 75% of the consideration received in the Asset Sale by the Parent or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net Proceeds)Borrowing Base; (d) the sale of certain vacant land in Hudson, each Ohio adjacent to the corporate headquarters and distribution center of the following will be deemed to be cash:Borrowers; (1e) any liabilitiesProvided that no Overadvance shall result after giving effect thereto, as shown on the Parent’s most recent consolidated balance sheet, bulk sales or dispositions of the Parent or any Restricted Subsidiary Borrowers' Inventory not in the ordinary course of business in an amount not to exceed, in the aggregate from and after the Closing Date, ten percent (10%) of the Cost of the Borrowers' Eligible Inventory as of the Closing Date; PROVIDED that all sales, transfers, leases and other dispositions permitted hereby (other than contingent liabilities sales, transfers and liabilities that are other disposition permitted under clause (b)) shall be made at arm's length and for fair value and solely for cash consideration (other than (x) sales, transfers and other dispositions permitted under clause (b)); and FURTHER PROVIDED THAT the authority granted under clauses (a) through (e) hereof may be terminated in whole or in part by their terms subordinated to the Notes, any Guarantee or Agents upon the Intercompany Loan) that are assumed in connection with occurrence and during the transfer continuance of any such assets pursuant to an agreement that releases the Parent or such Restricted Subsidiary from further liability in respect Event of those liabilities; and (2) any securities, notes or other obligations received by the Parent or any such Restricted Subsidiary from such transferee that are converted by the Parent or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply the Net Proceeds of an Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption)Default. (b) Pending the final application of any Net Proceeds, the Parent or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

Asset Sales. (a) The Parent Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, other than a Required Asset Sale or any Legacy Loan Portfolio Sale unless: (i1) the Parent Company (or a the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii2) at least 7575.0% of the consideration received in the Asset Sale by the Parent Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following will be deemed to be cash: (1A) any liabilities, as shown on the ParentCompany’s or such Restricted Subsidiary’s most recent consolidated balance sheet, of the Parent Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Notes or any Guarantee or the Intercompany LoanNote Guarantee) that are assumed in connection with by the transfer transferee of any such assets (or a third party on behalf of such transferee) pursuant to an a customary novation or other agreement that releases the Parent Company or such Restricted Subsidiary from further liability in respect of those liabilities; andliability; (2B) any securities, notes or other obligations or assets received by the Parent Company or any such Restricted Subsidiary from such transferee that are converted by the Parent Company or such Restricted Subsidiary into cash or Cash Equivalents within 90 days180 days of the receipt thereof, to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply ; and (C) any Designated Noncash Consideration received by the Net Proceeds Company or any of an its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to redeem Senior Secured Notes this clause (C) that is at that time outstanding, not to exceed the greater of (x) $125.0 million and Notes as set forth (y) 2.5% of Total Assets, at the time of the receipt of such Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in Section 3.8 (Mandatory Redemptionvalue). (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, including a Required Asset Sale or a Legacy Loan Portfolio Sale, the Issuers (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds at their or its option, in any combination of the following: (1) to prepay or repay Secured Debt or Indebtedness of any Restricted Subsidiary of the Company that is not a Guarantor, and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; provided, however, that, except in the case of Net Proceeds from a Legacy Loan Portfolio Sale, Net Proceeds may not be applied to the prepayment or repayment of Non-Recourse Indebtedness, Indebtedness under Existing Facilities or Permitted Funding Indebtedness, other than Non-Recourse Indebtedness, Indebtedness under Existing Facilities or Permitted Funding Indebtedness secured by a Lien on the asset or assets that were subject to such Asset Sale; (2) to prepay or repay Pari Passu Debt permitted to be incurred pursuant to this Indenture to the extent required by the terms thereof, and, in the case of Pari Passu Debt under revolving credit facilities or other similar Indebtedness, to correspondingly reduce commitments with respect thereto; (3) to make one or more offers to the holders of the Notes (and, at the option of the Company, the holders of Pari Passu Debt) to purchase Notes (and such other Pari Passu Debt) pursuant to and subject to the conditions applicable to Asset Sale Offers described below; (4) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company; or (5) to acquire other assets (including, without limitation, MSRs and Securitization Assets) that are used or useful in a Permitted Business. (c) Pending the final application of any Net Proceeds, the Parent or any Restricted Subsidiary Company may temporarily reduce revolving credit borrowings and/or borrowings under Permitted Funding Indebtedness or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. (d) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $60.0 million, within 30 days thereof, the Issuers shall make an Asset Sale Offer to all holders of Notes and all holders of Pari Passu Debt containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such Pari Passu Debt that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100.0% of the principal amount (or, in the case of any other Pari Passu Debt offered at a significant original issue discount, 100.0% of the accreted value thereof, if permitted by the relevant indenture or other agreement governing such Pari Passu Debt) plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such Pari Passu Debt to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (e) The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue of such compliance.

Asset Sales. (a) The Parent shall notCause, and shall not permit any of its Restricted Subsidiaries to, consummate make or suffer to exist an Asset Sale Sale, unless: (ia) the Parent (Borrower or a such Restricted Subsidiary) , as the case may be, receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value fair market value (as determined at in good faith by the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standingBorrower) of the assets or Equity Interests issued or sold or otherwise disposed of; and; (iib) at least 75% of the consideration therefor received in the Asset Sale by the Parent Borrower or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of ; provided that the definition of Net Proceeds), each of the following will be deemed to be cashamount of: (1i) any liabilities, liabilities (as shown on the ParentBorrower’s or such Restricted Subsidiary’s most recent consolidated balance sheet, sheet or in the footnotes thereto) of the Parent Borrower or any such Restricted Subsidiary (Subsidiary, other than contingent liabilities and liabilities that are by their terms subordinated to the NotesObligations or that are owed to the Borrower or a Restricted Subsidiary, any Guarantee or the Intercompany Loan) that are assumed in connection with by the transfer transferee of any such assets pursuant to an agreement that releases and for which the Parent or such Borrower and all of its Restricted Subsidiary from further liability Subsidiaries have been validly released by all creditors in respect of those liabilities; andwriting, (2ii) any securities, notes or other obligations securities received by the Parent Borrower or any such Restricted Subsidiary from such transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, (to the extent of the cash received) within 180 days following the closing of such Asset Sale, and (iii) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Equivalents Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed 2.0% of Total 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, shall be deemed to be cash for purposes of this provision and for no other purpose; and (c) no Default or Event of Default shall exist or would exist after giving pro forma effect to such Asset Sale. To the extent any Collateral is disposed of as expressly permitted by this Section 6.05 or pursuant to any disposition that conversion. The Issuer shall apply the Net Proceeds of does not constitute an Asset Sale but is otherwise permitted under this Agreement, in each case, to redeem Senior Secured Notes any Person other than a Loan Party, such Collateral shall be sold free and Notes clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as set forth applicable, shall be authorized to take any actions deemed appropriate in Section 3.8 (Mandatory Redemption)order to effect the foregoing. (b) Pending the final application of any Net Proceeds, the Parent or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

Asset Sales. (a) The Parent Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i) except with respect to an Asset Sale made pursuant to the Parent Existing Purchase Option, the Borrower (or a Restricted Subsidiaryany of its Subsidiaries, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed of; and; (ii) at least 7590% of the consideration received in the Asset Sale by the Parent Borrower or such Restricted Subsidiary is in the form of cash or Cash Equivalentscash. For purposes of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following will shall be deemed to be cash: (1A) any liabilities, as shown on the Parent’s Borrower's most recent consolidated balance sheet, of the Parent Borrower or any Restricted Subsidiary of its Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Guarantee or Revolving Loans and the Intercompany LoanRevolving Loan Guarantees) that are assumed in connection with by the transfer transferee of any such assets pursuant to an a customary novation or similar agreement that releases the Parent Borrower or such Restricted Subsidiary from further liability in respect of those liabilities; andliability; (2B) any securities, notes or other obligations received by the Parent Borrower or any such Restricted Subsidiary from such transferee that are promptly, subject to ordinary settlement periods, converted by the Parent Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 90 dayscash, to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply ; and (C) in connection with the Net Proceeds exercise by a purchaser of an Existing Purchase Option, any amount owed by the Borrower or the applicable Subsidiary to the purchaser under the agreement containing such Existing Purchase Option that is set off by the purchaser against the purchase price; (iii) if the assets disposed of in such Asset Sale to redeem Senior Secured Notes and Notes include any component of a Facility that is necessary for the operation of such Facility, the Asset Sale involves the disposition of such Facility as set forth in Section 3.8 (Mandatory Redemption).a whole; and (biv) Pending if the final application Asset Sale involves the sale of any Net Proceedsa Facility or all or substantially all the assets of a Facility, (A) such Asset Sale is to a Person other than an Affiliate of the Parent or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest Borrower, and (B) all necessary and appropriate amendments are made to those Major Project Documents applicable to such Facility to remove such Facility from the Net Proceeds in any manner that is not prohibited by this Indenturescope of such Major Project Documents.

Asset Sales. (a) The Parent shall Sunoco LP will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Parent Sunoco LP (or a the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such Fair Market Value is determined by the Board of Directors of the General Partner if the value is $50.0 million or more, as evidenced by a resolution of such Board of Directors of the General Partner; and (ii3) at least 75% of the aggregate consideration received by Sunoco LP and its Restricted Subsidiaries in the Asset Sale by and all other Asset Sales since the Parent or such Restricted Subsidiary 2023 Notes Issue Date is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following will shall be deemed to be cash: (1A) any liabilities, as shown on the ParentSunoco LP’s most recent consolidated balance sheet, of the Parent Sunoco LP or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Notes or any Guarantee or the Intercompany LoanNote Guarantees) that are assumed in connection with or forgiven by the transfer transferee of any such assets pursuant to an a novation or indemnity agreement that releases the Parent Sunoco LP or such Restricted Subsidiary from or indemnifies against further liability in respect of those liabilities; andliability; (2B) any securities, notes or other obligations received by the Parent Sunoco LP or any such Restricted Subsidiary from such transferee that are within 180 days after the Asset Sale (subject to ordinary settlement periods), converted by the Parent Sunoco LP or such Restricted Subsidiary into cash or Cash Equivalents within 90 daysEquivalents, to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply ; (C) any Capital Stock or assets of the Net Proceeds kind referenced in clause (2) or (4) of an the next paragraph; and (D) any Designated Non-cash Consideration received by Sunoco LP or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by Sunoco LP), taken together with all other Designated Non-cash Consideration received pursuant to redeem Senior Secured Notes this clause (D), not to exceed the greater of (i) $50.0 million and Notes as set forth (ii) 2.5% of Sunoco LP’s Consolidated Net Tangible Assets (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 Section 3.8 (Mandatory Redemptionvalue). (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale (or within 180 days after such 365-day period in the event Sunoco LP or any Restricted Subsidiary enters into a binding commitment with respect to such application), Sunoco LP (or any Restricted Subsidiary) may apply an amount equal to such Net Proceeds: (1) to repay Senior Indebtedness of Sunoco LP and/or its Restricted Subsidiaries (or to make an offer to repurchase or redeem such Indebtedness; provided that such repurchase or redemption closes within 45 days after the end of such 365-day period or any permitted extension thereof as contemplated by the first sentence of this paragraph); (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business becomes a Restricted Subsidiary of Sunoco LP; (3) to make a capital expenditure; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business. (c) Pending the final application of any Net Proceeds, the Parent Sunoco LP or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. (d) Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this Section 4.10 will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million, within five Business Days thereof, Sunoco LP will make an Asset Sale Offer, pursuant to Section 3.08, to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of the Notes plus accrued and unpaid interest and Additional Interest, if any, to, but excluding, the date of purchase, subject to the rights of Holders of Notes on the relevant record date to receive interest due on an interest payment date that is on or prior to the purchase date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Sunoco LP may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, then the Notes and such other pari passu Indebtedness shall be purchased on a pro rata basis (except that Global Notes will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the trustee, a method that most nearly approximates pro rata selection as the trustee deems fair and appropriate unless otherwise required by law). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (e) In making an Asset Sale Offer, Sunoco LP will comply with the applicable requirements of Rule 14e-1 under the Exchange Act and other securities laws and regulations. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.08 hereof or this Section 4.10, Sunoco LP will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.08 hereof or this Section 4.10 by virtue of such compliance.

Asset Sales. (a) The Parent shall Issuer will not, and shall will not permit any of its the Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Parent (Issuer or a the applicable Restricted Subsidiary) , as the case may be, receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed of; and; (ii2) at least 75% of the consideration received in by the Issuer or the Restricted Subsidiary, as the case may be, from such Asset Sale by the Parent or such Restricted Subsidiary is shall be in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of ; provided that the definition of Net Proceeds), each of the following will be deemed to be cashamount of: (1a) any liabilities, liabilities (as shown on the Parent’s Issuer's or such Restricted Subsidiary's most recent consolidated balance sheetsheet or in the footnotes thereto), of the Parent Issuer or any of its Restricted Subsidiary Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes (excluding the Issuer's guarantee of the Senior Subordinated Notes, any Guarantee or the Intercompany Loan)) that are assumed in connection with by the transfer transferee of any such assets pursuant shall be deemed to an agreement that releases the Parent or such Restricted Subsidiary from further liability in respect be cash for purposes of those liabilitiesthis clause (2); and (2b) any securities, notes or other obligations received by the Parent Issuer or any such Restricted Subsidiary from such transferee that are converted by the Parent Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, (to the extent of the cash or Cash Equivalents received in that conversion. The Issuer received) within 180 days following the closing of such Asset Sale shall apply be deemed to be cash for purposes of this clause (2); and (3) upon the Net Proceeds consummation of an Asset Sale, the Issuer shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 360 days after receipt thereof either to: (A) repay Indebtedness outstanding under (i) the Credit Agreement or another Facility and, if the Indebtedness repaid is revolving credit Indebtedness, to redeem correspondingly permanently reduce commitments with respect thereto and (ii) the Senior Secured Subordinated Notes and Notes as set forth in Section 3.8 other Indebtedness of the Issuer's Restricted Subsidiaries, (Mandatory RedemptionB) acquire Replacement Assets, or (C) a combination of repayment and acquisition permitted by the foregoing clauses (3)(A) and (3)(B). (b) On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Issuer or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (3)(A), (3)(B) and (3)(C) of Section 4.06(a) (each, a "NET PROCEEDS OFFER TRIGGER DATE"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (3)(A), (3)(B) and (3)(C) of the preceding paragraph (each a "NET PROCEEDS OFFER AMOUNT") shall be applied by the Issuer to make an offer to purchase (the "NET PROCEEDS OFFER") to all Holders and, to the extent required by the terms of any Pari Passu Debt, an offer to purchase to all holders of such Pari Passu Debt, on a date (the "NET PROCEEDS OFFER PAYMENT DATE") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders (and holders of such Pari Passu Debt) on a pro rata basis, that Accreted Value of Notes (and principal amount of Pari Passu Debt) equal to the Net Proceeds Offer Amount at a price equal to 100% of the Accreted Value as of the Net Proceeds Offer Payment Date of the Notes to be purchased, plus accrued and unpaid interest, if any, thereon to the date of purchase (and in the case of Pari Passu Debt, the redemption price for such Pari Passu Debt set forth in the related documentation governing such Indebtedness, plus accrued and unpaid interest, if any, thereon to the date of purchase); provided, however, that if at any time any non-cash consideration received by the Issuer or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration) or Cash Equivalents, then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.06. (c) The Issuer may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10..0 million resulting from one or more Asset Sales or deemed Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this paragraph). Pending the final application of any Net Cash Proceeds, the Parent Issuer or any such Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by this Indenture. The first such date the aggregate unutilized Net Proceeds Offer Amount is equal to or in excess of $10.0 million shall be treated for this purpose as the Net Proceeds Offer Trigger Date. (d) In the event of the transfer of substantially all (but not all) of the property and assets of the Issuer and the Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Article 6 which transaction does not constitute a Change of Control, the successor corporation shall be deemed to have sold the properties and assets of the Issuer and the Restricted Subsidiaries not so transferred for purposes of this Section 4.06, and shall comply with the provisions of this Section 4.06 with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such properties and assets of the Issuer or the Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.06. (e) Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 principal amount at maturity in exchange for cash. If any proceeds remain after consummation of the purchase of all properly tendered and not withdrawn Notes pursuant to a Net Proceeds Offer, the Issuer may use such remaining proceeds for any purpose not otherwise prohibited by this Indenture. To the extent Holders properly tender Notes and holders of Pari Passu Debt properly tender such Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes and Pari Passu Debt will be purchased on a pro rata basis based on aggregate amounts of Notes and Pari Passu Debt tendered. A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. Upon completion of each Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. (f) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.06, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.06 by virtue thereof.

Asset Sales. (ai) The Parent From and after the Effective Date, so long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless: (iA) the Parent (Borrower or a such Restricted Subsidiary) , as the case may be, receives consideration therefor at the time of the such Asset Sale at least equal to the Fair Market Value (determined fair market value at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the property, assets or Equity Interests issued or stock sold or otherwise disposed of; andof (as determined in good faith by the Borrower’s Board of Directors); (iiB) at least 75% of the consideration received in by the Borrower or the Restricted Subsidiary, as the case may be, from such Asset Sale by the Parent or such Restricted Subsidiary is shall be in the form of cash or cash, Cash Equivalents. For Equivalents and/or Replacement Assets and is received at the time of such disposition; provided that, for purposes of this provision clause (but not for purposes of the definition of Net ProceedsB), each (x) the amount of the following will be deemed to be cash: any liabilities (1) any liabilities, as shown on the ParentBorrower’s or such Restricted Subsidiary’s most recent consolidated balance sheet, ) of the Parent Borrower or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Notes, Advances or any Guarantee or the Intercompany Loanof a Guarantor) that are assumed in connection with by the transfer transferee of any such assets pursuant to an agreement that releases assets, (y) the Parent or such Restricted Subsidiary from further liability in respect fair market value of those liabilities; and (2) any securities, notes securities or other obligations assets received by the Parent Borrower or any such Restricted Subsidiary from in exchange for any such transferee assets that are converted by the Parent or such Restricted Subsidiary into cash or Cash Equivalents within 90 days360 days after such Asset Sale and (z) 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 subclause (z) that is at that time outstanding, not to exceed the extent greater of 1.0% of Total Assets and $50,000,000 at the time of the receipt of such Designated Non-cash or Cash Equivalents 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 that conversion. The Issuer value), in each case shall apply be deemed to be cash for purposes of this provision; and (C) upon the Net Proceeds consummation of an Asset Sale, prior to the Bridge Facility Maturity Date the Borrower shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 360 days of receipt thereof either: (1) to redeem Senior Secured Notes permanently reduce Indebtedness under a Bank Facility (including, for the avoidance of doubt, prepayments of Bridge Advances pursuant to Section 2.05(d)) or to permanently repay any secured Indebtedness (other than Subordinated Indebtedness) of the Borrower or any Restricted Subsidiary or any Indebtedness of any Restricted Subsidiary that is not a Guarantor; (2) to make an investment in properties and Notes assets (including Capital Stock) that replace the properties and assets that were the subject of such Asset Sale or in properties and assets that will be used in the business of the Borrower and its Restricted Subsidiaries (or the Target and its Subsidiaries) as existing on the Effective Date or in businesses reasonably related thereto (“Replacement Assets”); (3) to repay other Pari Passu Indebtedness; provided that the Borrower shall also equally and ratably reduce Indebtedness under this Agreement by making an offer (in accordance with the procedures set forth below for a Net Proceeds Offer) to all Lenders to purchase the pro rata principal amount of Advances, in Section 3.8 each case at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the repurchase date; and/or (Mandatory Redemption4) a combination of prepayment and investment permitted by the foregoing clauses (1) - (3); provided that, in the case of an investment in Replacement Assets pursuant to clause (2) or (4) above, a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment and, in the event such binding commitment is later cancelled or terminated for any reason before such Net Cash Proceeds are so applied, the Borrower or such Restricted Subsidiary enters into another binding commitment within 180 days of such cancellation or termination of the prior binding commitment. (bii) Pending Following the Bridge Facility Maturity Date, pending the final application of any such Net Cash Proceeds, the Parent or any Restricted Subsidiary Borrower may temporarily reduce borrowings under the Existing Credit Agreement or any other revolving credit borrowings facility or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by this IndentureAgreement. On the 361st day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Borrower or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (C)(1)-(4) of Section 5.02(e)(i) (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds (rounded down to the nearest $1,000) that has not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (C)(1)-(4) of the preceding paragraph or the last provision of this paragraph (each a “Net Proceeds Offer Amount”) shall be applied by the Borrower or such Restricted Subsidiary to make an offer to repay (the “Net Proceeds Offer”) to all Lenders and, to the extent required by the terms of any Pari Passu Indebtedness, to all holders of Pari Passu Indebtedness, on a date not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Lenders (and holders of any such Pari Passu Indebtedness) on a pro rata basis, the maximum amount of Advances and Pari Passu Indebtedness equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Advances and Pari Passu Indebtedness to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided that, if at any time any non-cash consideration received by the Borrower or any Restricted Subsidiary of the Borrower, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 5.02(e). (iii) The Borrower may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $25,000,000 resulting from one or more Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $25,000,000, shall be applied as required pursuant to this Section 5.02(e)). (iv) In the event of the transfer of substantially all (but not all) of the property and assets of the Borrower and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Section 5.02(i) which transaction does not constitute a Change of Control, the successor corporation shall be deemed to have sold the properties and assets of the Borrower and its Restricted Subsidiaries not so transferred for purposes of this Section 5.02(e), and shall comply with the provisions of this Section 5.02(e) with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of the Borrower or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 5.02(e). (v) Each Net Proceeds Offer will be sent to the Lenders as shown on the Register within 25 days following the Net Proceeds Offer Trigger Date, with a copy to the Administrative Agent, and shall comply with the procedures set forth in this Agreement. Upon receiving notice of the Net Proceeds Offer, Lenders may elect to tender their Advances in whole or in part (in minimum amounts of $2,000 and integral multiples of $1,000 in excess thereof) in exchange for cash. To the extent Lenders properly tender Advances and holders of Pari Passu Indebtedness properly tender such Pari Passu Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the tendered Advances and Pari Passu Indebtedness will be purchased on a pro rata basis based on the aggregate amount of Advances and Pari Passu Indebtedness tendered (and the Administrative Agent shall arrange for the prepayment of the tendered Advances of tendering Lenders on a pro rata basis based on the amount of Advances and Pari Passu Indebtedness tendered). A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer or shorter period as may be required or permitted, respectively, by law. If any Net Cash Proceeds remain after the consummation of any Net Proceeds Offer, the Borrower may use those Net Cash Proceeds for any purpose not otherwise prohibited by this Agreement. Upon completion of each Net Proceeds Offer, the amount of Net Cash Proceeds will be reset at zero.

Asset Sales. (a) The Parent Borrower shall not, and shall not permit any Restricted Subsidiary to, cause or make an Asset Sale, unless (x) the Borrower or any of its Restricted Subsidiaries toSubsidiaries, consummate an Asset Sale unless: (i) as the Parent (or a Restricted Subsidiary) case may be, receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value (as determined at in good faith by the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standingBorrower) of the assets or Equity Interests issued or sold or otherwise disposed of; and , and (iiy) at least 75% of the consideration therefor received in the Asset Sale by the Parent Borrower or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash Cash Equivalents or Cash Equivalents. For purposes of this provision (but not for purposes of Additional Assets; provided that the definition of Net Proceeds), each of the following will be deemed to be cashamount of: (1i) any liabilities, liabilities (as shown on the ParentBorrower’s or a Restricted Subsidiary’s most recent consolidated balance sheet, sheet or in the notes thereto) of the Parent Borrower or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Loans or any Guarantee or the Intercompany LoanSubsidiary Guarantee) that are assumed by the transferee of any such assets or that are otherwise cancelled or terminated in connection with the transfer of any transaction with such assets pursuant to an agreement that releases the Parent or such Restricted Subsidiary from further liability in respect of those liabilities; andtransferee, (2ii) any securities, notes or other obligations or other securities or assets received by the Parent Borrower or any such Restricted Subsidiary from such transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, 180 days of the receipt thereof (to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply the Net Proceeds of an received), (iii) with respect to any Asset Sale to redeem Senior Secured Notes of Oil and Notes as set forth in Section 3.8 (Mandatory Redemption). (b) Pending Gas Properties by the final application of any Net Proceeds, the Parent Borrower or any Restricted Subsidiary may temporarily reduce revolving credit borrowings Subsidiary, the costs and expenses related to the exploration, development, completion or otherwise invest production of such Oil and Gas Properties and activities related thereto agreed to be assumed by the Net Proceeds transferee (or an Affiliate thereof), and (iv) any Designated Non-cash Consideration received by the Borrower or any of its Restricted Subsidiaries in any manner such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Borrower), taken together with all other Designated Non-cash Consideration received pursuant to this clause (iv) that is at that time outstanding, not prohibited by to exceed the greater of 4% of Adjusted Consolidated Net Tangible Assets and $300.0 million 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), shall be deemed to be Cash Equivalents for the purposes of this IndentureSection 6.06.

Asset Sales. (a) The Parent Borrower shall not, and shall not permit any of its the Restricted Subsidiaries to, consummate cause or make an Asset Sale unless: Sale, unless (ix) the Parent (Borrower or a any Restricted Subsidiary) , as the case may be, receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value (as determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined in good faith by an independent investment banking firm of international standingBorrower) of the assets or Equity Interests issued or sold or otherwise disposed of; and , and (iiy) at least 75% of the consideration therefor received in the Asset Sale by the Parent Borrower or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of ; provided that the definition of Net Proceeds), each of the following will be deemed to be cashamount of: (1i) any liabilities, liabilities (as shown on the ParentBorrower’s or a Restricted Subsidiary’s most recent consolidated balance sheet, sheet or in the notes thereto) of the Parent Borrower or any a Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Loans or any Guarantee or the Intercompany LoanGuaranty) that are assumed by the transferee of any such assets or that are otherwise cancelled or terminated in connection with the transfer of any transaction with such assets pursuant to an agreement that releases the Parent or such Restricted Subsidiary from further liability in respect of those liabilities; andtransferee, (2ii) any securities, notes or other obligations or other securities or assets received by the Parent Borrower or any such Restricted Subsidiary from such transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, 180 days of the receipt thereof (to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply the Net Proceeds of an Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemptionreceived)., (biii) Pending the final application Indebtedness of any Net ProceedsRestricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the Parent extent that Borrower and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale, (iv) consideration consisting of Indebtedness of Borrower (other than Subordinated Indebtedness) received after the Closing Date from Persons who are not Borrower or any Restricted Subsidiary, and (v) any Designated Non-cash Consideration received by Borrower or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner such Asset Sale having an aggregate Fair Market Value (as determined in good faith by Borrower), taken together with all other Designated Non-cash Consideration received pursuant to this Section 7.4(a)(v) that is at that time outstanding, not prohibited by to exceed the greater of $400 million and 25% of Consolidated EBITDA 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), shall be deemed to be Cash Equivalents for the purposes of this IndentureSection 7.4(a).

Asset Sales. (a) The Parent shall From and after the Escrow Release Date, the Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Parent Issuer (or a the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii2) at least 75% of the consideration received in the Asset Sale by the Parent Issuer or such Restricted Subsidiary is in the form of cash or Cash Equivalentscash. For purposes of this provision clause (but not for purposes of the definition of Net Proceeds2), each of the following will be deemed to be cash: (1A) Cash Equivalents; (B) any liabilities, as shown on the ParentIssuer’s most recent consolidated balance sheet, of the Parent Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Notes or any Guarantee or the Intercompany LoanSubsidiary Guarantee) that are assumed in connection with by the transfer transferee of any such assets pursuant to an a customary novation agreement that releases the Parent Issuer or such Restricted Subsidiary from further liability in respect of those liabilities; andliability; (2C) any securities, notes or other obligations received by the Parent Issuer or any such Restricted Subsidiary from such transferee that are converted by the Parent Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 90 days180 days of receipt, to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply ; (D) any Designated Noncash Consideration the Fair Market Value of which, when taken together with all other Designated Noncash Consideration received pursuant to this clause (D) (and not subsequently converted into Cash Equivalents that are treated as Net Proceeds of an Asset Sale Sale), does not exceed $25.0 million since the Escrow Release Date, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to redeem Senior Secured Notes and Notes as set forth subsequent changes in value; and (E) any stock or assets of the kind referred to in clauses (2) or (4) of Section 3.8 (Mandatory Redemption)4.10(b) of this Indenture. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds at its option: (1) to repay Indebtedness outstanding pursuant to Section 4.09(b)(1) of this Indenture and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Issuer or additional Capital Stock of an existing Subsidiary that is not a Wholly Owned Subsidiary which is a Restricted Subsidiary; (3) to make a capital expenditure with respect to a Permitted Business or to make expenditures for maintenance, repair or improvement of existing properties and assets; (4) to acquire Additional Assets; (5) to repay (i) Notes or (ii) any other Indebtedness (other than Indebtedness owing to the Issuer or a Restricted Subsidiary) that is pari passu in right of payment with the Notes, and in the case of revolving Indebtedness, to correspondingly reduce commitments with respect thereto; provided that if the Issuer or any of its Restricted Subsidiaries shall so repay any Indebtedness other than the Notes, the Issuer will repay the Notes on a pro rata basis by, at its option, (A) redeeming Notes pursuant to Section 3.07 of this Indenture or (B) purchasing Notes through open-market purchases, at a price equal to or higher than 100% of the principal amount thereof, or making an offer (in accordance with the procedures set forth below) to all Holders to purchase their Notes on a ratable basis with such other Indebtedness for no less than 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon up to the principal amount of Notes to be repurchased; or (6) any combination of the foregoing; provided that the requirements of clauses (2) through (4) above shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to in any of clauses (2) through (4) above is entered into by the Issuer or its Restricted Subsidiary within 365 days after the receipt of such Net Proceeds and such Net Proceeds are applied in accordance with such agreement; provided, further, that (x) such acquisition or investment is then consummated within 545 days after the receipt of such Net Proceeds and (y) if such acquisition or investment is not consummated within the period set forth in sub clause (x), or otherwise applied as set forth in clauses (1) or (5) above, the Net Proceeds not so applied will be deemed to constitute Excess Proceeds under Section 4.10(c) of this Indenture. Pending the final application of any Net Proceeds, the Parent or any Restricted Subsidiary Issuer may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. (c) Any Net Proceeds from Asset Sales received since the Escrow Release Date that were not or are not applied or invested as provided in Section 4.10(b) of this Indenture shall constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds with respect to any individual Asset Sale exceeds $20.0 million, or with respect to all Asset Sales exceeds $40.0 million, within ten Business Days thereof, the Issuer will make an offer (an “Asset Sale Offer”) to all Holders and if the Issuer elects (or is required by the terms of such other pari passu Indebtedness), any holders of other Indebtedness that is pari passu in right of payment with the Notes. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest, if any to, but excluding, the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness will be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (d) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.10 by virtue of such compliance.

Asset Sales. (a) The Parent shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Parent Issuer (or a such Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; (2) in the case of Asset Sales involving consideration in excess of $10.0 million, the fair market value is determined by the Issuer’s Board of Directors and evidenced by a Board Resolution set forth in an Officers’ Certificate delivered to the Trustee; and (ii3) except for any Permitted Asset Swap, at least 75% of the consideration received in the Asset Sale by the Parent Issuer or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision clause (but not for purposes 2) above, the amount of the definition of Net Proceeds), each of the following will be deemed to be cash: (1i) any liabilities, liabilities (as shown on the ParentIssuer’s or such Restricted Subsidiary’s most recent consolidated balance sheet, sheet or in the notes thereto) of the Parent Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Guarantee or the Intercompany LoanSecurities) that are assumed in connection with by the transfer transferee of any such assets pursuant to an agreement that releases and from which the Parent or such Issuer and all Restricted Subsidiary from further liability Subsidiaries have been validly released by all creditors in respect of those liabilities; and writing, (2ii) any securities, notes or other obligations securities received by the Parent Issuer or any such Restricted Subsidiary from such transferee that are converted by the Parent Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, (to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply received) within 180 days following the Net Proceeds closing of an such Asset Sale and (iii) any Designated Noncash Consideration received by the Issuer or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good faith by the Board of Directors of the Issuer), taken together with all other Designated Noncash Consideration received pursuant to redeem Senior Secured Notes this clause (iii) that is at that time outstanding, not to exceed the greater of (x) $75.0 million and Notes as set forth (y) 5.0% of Consolidated Tangible Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent changes in Section 3.8 (Mandatory Redemptionvalue), shall be deemed to be cash for purposes of this paragraph and for no other purpose. (b) Within 395 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer may apply those Net Proceeds at its option: (1) to permanently reduce Obligations under Bank Debt (and to correspondingly reduce commitments with respect thereto) or Indebtedness of the Issuer that ranks pari passu with the Securities (provided that if the Issuer shall so reduce Obligations under such Indebtedness of the Issuer that ranks pari passu with the Securities it will equally and ratably reduce Obligations under the Securities by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase at a purchase price equal to 100% of the principal amount (or, in the case of purchases of Discount Securities, of the Accreted Value) thereof, plus accrued and unpaid interest and Additional Interest, if any, the pro rata principal amount (or, in the case of purchases of Discount Securities, of the Accreted Value) of Securities) or Indebtedness of a Restricted Subsidiary, in each case, other than Indebtedness owed to the Issuer or an Affiliate of the Issuer; provided that, if an offer to purchase any Indebtedness of Warner Music or any of its Restricted Subsidiaries is made in accordance with the terms of such Indebtedness, the obligation to permanently reduce Indebtedness of a Restricted Subsidiary will be deemed to be satisfied to the extent of the amount of the offer, whether or not accepted by the holders thereof, and no Excess Proceeds in the amount of such offer will be deemed to exist following such offer; (2) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) capital expenditures or (C) other assets, in each of (A), (B) and (C), used or useful in a Permitted Business; and/or (3) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and it results in the Issuer or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) properties or (C) assets that, in each of (A), (B) and (C), replace the businesses, properties and assets that are the subject of such Asset Sale. (c) When the aggregate amount of Net Proceeds not applied or invested in accordance with the preceding paragraph (“Excess Proceeds”) exceeds $20.0 million, the Issuer will make an offer (an “Asset Sale Offer”) to all Holders and holders of Indebtedness that ranks pari passu with the Securities and contains provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets to purchase, on a pro rata basis, the maximum principal amount (or, in the case of purchases of Discount Securities, the Accreted Value or the principal amount at maturity, as the case may be) of Securities and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds (the “Asset Sale Offer Amount”). The offer price in any Asset Sale Offer will be equal to 100% of aggregate principal amount (or, in the case of purchases of Discount Securities, of the Accreted Value or the principal amount at maturity, as the case may be) thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase (the “Asset Sale Payment”), and will be payable in cash. (d) Pending the final application of any Net Proceeds, the Parent or any Restricted Subsidiary Issuer may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. (e) If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount (or, in the case of Discount Securities, the Accreted Value or principal amount at maturity, as the case may be) of Securities tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Securities to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount (or, in the case of Discount Securities, the Accreted Value or principal amount at maturity, as the case may be) of Excess Proceeds will be reset at zero. (f) Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first class mail, a notice to the Trustee and to each Holder at its registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender Securities pursuant to the Asset Sale Offer. Any Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (1) that the Asset Sale Offer is being made pursuant to this Section 4.13; (2) the Asset Sale Offer Amount, the Asset Sale Payment and the date on which Securities tendered and accepted for payment shall be purchased, which date shall be at least 30 days and no later than 60 days from the date such notice is mailed (the “Asset Sale Payment Date”); (3) that any Securities not tendered or accepted for payment shall continue to accrete or accrue interest; (4) that, unless the Issuer defaults in making such payment, any Securities accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or accrue interest after the Asset Sale Payment Date; (5) that Holders electing to have a Security purchased pursuant to the Asset Sale Offer may only elect to have all of such Security purchased and may not elect to have only a portion of such Security purchased; (6) that Holders electing to have a Security purchased pursuant to any Asset Sale Offer shall be required to surrender the Security, with the form entitled “Option of Holder To Elect Purchase” on the reverse of the Securities completed, or transfer such Security by book-entry transfer, to the Issuer, a depository, if appointed by the Issuer, or the Paying Agent at the address specified in the notice at least three days before the Asset Sale Payment Date; (7) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the Asset Sale Payment Date, a notice setting forth the name of the Holder, the principal amount of the Security the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Security purchased; (8) that, if the aggregate principal amount of Securities surrendered by Holders exceeds the Asset Sale Offer Amount, the Issuer shall select the Securities to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Issuer so that only Securities in denominations of $1,000 or integral multiples thereof shall be purchased); and (9) that Holders whose Securities were purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered (or transferred by book-entry transfer); provided that such Securities shall be in denominations of $1,000 or integral multiples thereof. (g) On the Asset Sale Payment Date, the Issuer shall, to the extent lawful: (1) accept for payment all Securities or portions thereof properly tendered pursuant to the Asset Sale Offer; (2) deposit with the Paying Agent U.S. Legal Tender and/or, U.S. Government Securities sufficient to pay the Asset Sale Payment in respect of all Securities or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions thereof being repurchased by the Issuer. The Issuer shall publicly announce the results of the Asset Sale Offer on the Asset Sale Payment Date. (h) The Paying Agent shall, upon receipt of the Asset Sale Payment, promptly mail to each Holder so tendered the Asset Sale Payment for such Securities, and the Trustee shall promptly authenticate pursuant to an Authentication Order and mail (or cause to be transferred by book entry) to each Holder a new Security equal in principal amount to any unrepurchased portion of the Securities surrendered, if any; provided that each such new Security shall be in a principal amount of $1,000 or an integral multiple thereof. However, if the Asset Sale Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Security is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Securities pursuant to the Asset Sale Offer. (i) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Securities pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.13, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.13 by virtue of such conflict.

Asset Sales. (a) The Parent shall Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i) the Parent Borrower (or a the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii) at least 75% of the consideration received in the Asset Sale by the Parent Borrower or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following will be deemed to be cash: (1A) any liabilities, as shown on the Parent’s Borrower's most recent consolidated balance sheet, of the Parent Borrower or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Guarantee Term Loans or the Intercompany LoanGuarantor Obligations (as defined under the Guarantee and Collateral Agreement) for the benefit of the Secured Parties) that are assumed in connection with by the transfer transferee of any such assets pursuant to an agreement that releases and for which the Parent or such Borrower and all Restricted Subsidiary from further liability Subsidiaries of the Borrower have been released by all creditors in respect of those liabilities; andwriting; (2B) any securities, notes or other obligations received by the Parent Borrower or any such Restricted Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Parent Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 90 dayscash, to the extent of the cash or Cash Equivalents received in that conversion; and (C) any stock or assets of the kind referred to in clauses (ii) or (iv) of the next paragraph of this Section 6.8. The Issuer shall 75% limitation referred to in clause (ii) above will not apply the Net Proceeds of an to any Asset Sale in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the preceding provision, is equal to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption)or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Borrower (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds at its option: (i) to repay Indebtedness and other Obligations under any Credit Facilities and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (ii) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Borrower; (iii) to make a capital expenditure; or (iv) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business. (c) Pending the final application of any Net Proceeds, the Parent or any Restricted Subsidiary Borrower may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this IndentureAgreement. (d) Any Net Proceeds from Asset Sales that are not applied or invested as provided in clause (b) of this Section 6.8 will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million the Borrower will make an Asset Sale Offer to all Lenders and all holders of other Indebtedness (including, without limitation, the Senior Notes and the Exchange Notes) that is pari passu with the Term Loans containing provisions similar to those set forth in this Agreement with respect to offers to prepay, purchase or redeem with the proceeds of sales of assets in accordance with Section 3.2 hereof to prepay the maximum principal amount of the Term Loans and such other pari passu Indebtedness that may be prepaid, purchased or redeemed, as applicable, out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest, if any, to the date of prepayment, purchase or redemption, as applicable, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Borrower may use such Excess Proceeds for any purpose not otherwise prohibited by this Agreement. If the aggregate principal amount of the Term Loans and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Borrower shall select the Term Loans and such other pari passu Indebtedness to be prepaid, purchased or redeemed, as applicable, on a pro rata basis based on the principal amount of the Term Loans and such other pari passu Indebtedness tendered Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Asset Sales. (a) The Parent Borrower shall not, and shall not permit any of its the Restricted Subsidiaries to, consummate cause or make an Asset Sale unless: Sale, unless (ix) the Parent (Borrower or a any Restricted Subsidiary) , as the case may be, receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value (as determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined in good faith by an independent investment banking firm of international standingBorrower) of the assets or Equity Interests issued or sold or otherwise disposed of; and , and (iiy) at least 75% of the consideration therefor received in the Asset Sale by the Parent Borrower or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of ; provided that the definition of Net Proceeds), each of the following will be deemed to be cashamount of: (1i) any liabilities, liabilities (as shown on the ParentBorrower’s or a Restricted Subsidiary’s most recent consolidated balance sheet, sheet or in the notes thereto) of the Parent Borrower or any a Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Loans or any Guarantee or the Intercompany LoanGuaranty) that are assumed by the transferee of any such assets or that are otherwise cancelled or terminated in connection with the transfer of any transaction with such assets pursuant to an agreement that releases the Parent or such Restricted Subsidiary from further liability in respect of those liabilities; andtransferee, (2ii) any securities, notes or other obligations or other securities or assets received by the Parent Borrower or any such Restricted Subsidiary from such transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, 180 days of the receipt thereof (to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply the Net Proceeds of an Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemptionreceived)., (biii) Pending the final application Indebtedness of any Net ProceedsRestricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the Parent extent that Borrower and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale, (iv) consideration consisting of Indebtedness of Borrower (other than Subordinated Indebtedness) received after the Closing Date from Persons who are not Borrower or any Restricted Subsidiary, and (v) any Designated Non-cash Consideration received by Borrower or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner such Asset Sale having an aggregate Fair Market Value (as determined in good faith by Borrower), taken together with all other Designated Non-cash Consideration received pursuant to this Section 7.4(a)(v) that is at that time outstanding, not prohibited by to exceed the greater of $400 million and 25% of Consolidated EBITDA 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), shall be deemed to be Cash Equivalents for the purposes of this IndentureSection 7.4(a). This Section 7.4 shall not apply from and after the occurrence of a Fall-Away Event.

Asset Sales. (a) The Parent shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (ia) the Parent (Issuer or a such Restricted Subsidiary) , as the case may be, receives consideration (as determined in good faith by the Issuer at the time of the contractually agreeing to such Asset Sale Sale) at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or issued, sold or otherwise disposed of; and (iib) at least 75% of the consideration therefor received in the Asset Sale by the Parent Issuer or such Restricted Subsidiary together with all other Asset Sales since the Issue Date is in the form of cash or Cash EquivalentsEquivalents and is received at the time of such Asset Sale. For purposes of this provision clause (but not for purposes b) of the definition of Net Proceeds)preceding paragraph, each of the following will shall be deemed to be cash: (1a) the amount of any liabilities, as liabilities shown on the ParentIssuer’s or such Restricted Subsidiary’s most recent consolidated balance sheet, of the Parent or any Restricted Subsidiary sheet (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Notes or any Guarantee or the Intercompany LoanSubsidiary Guarantee) that are assumed in connection with by another Person and for which the transfer of any such assets pursuant to an agreement that releases the Parent or such Issuer and its Restricted Subsidiary Subsidiaries are released from further liability in respect of those liabilities; andor terminated; (2b) any securities, notes or other obligations received by the Parent Issuer or any such Restricted Subsidiary from such the applicable transferee that are promptly (subject to ordinary settlement periods) converted by the Parent Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, (to the extent of the cash or Cash Equivalents received in that conversion); (c) the Fair Market Value of any Additional Assets received; and (d) any Designated Non-Cash Consideration received by the Issuer and its Restricted Subsidiaries in an Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 4.13 that is at the time outstanding not to exceed the greater of $50.0 million and 30.0% of Consolidated EBITDA of the Issuer and its Restricted Subsidiaries for the most recently ended four quarters prior to such Asset Sale for which financial statements have been made publicly available or otherwise delivered to Holders. The Within 450 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer may apply such Net Proceeds at its option: (1) to repay Secured Indebtedness and, if the Secured Indebtedness repaid is revolving credit Indebtedness, to permanently reduce a corresponding amount of commitments with respect thereto; (2) to invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Proceeds received by the Company or another Restricted Subsidiary); and/or (3) to redeem Notes pursuant to Section 3.07. In the case of clause (2) above, a binding commitment shall apply be treated as a permitted application of the Net Proceeds from the date of an Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption). (b) such commitment until the 18-month anniversary of the date of the receipt of such Net Proceeds. Pending the final application of any such Net Proceeds, the Parent or any Restricted Subsidiary Issuer may temporarily reduce revolving credit borrowings or otherwise invest the such Net Proceeds in any manner that is not prohibited by in violation of this Indenture. Any Net Proceeds from Asset Sales that are not applied as provided in the preceding paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds the greater of (x) $50.0 million and (y) 30.0% of the Consolidated EBITDA (subject to the adjustments applicable to “Consolidated EBITDA” as provided for in the definition of “Consolidated Fixed Charge Coverage Ratio” as if on a pro forma basis) of the Issuer and its Restricted Subsidiaries for the most recently ended four fiscal quarters for which financial statements have been made publicly available or otherwise delivered to Holders, the Issuer will make an offer to (e) all Holders of Notes; and (f) all holders of other Indebtedness that ranks pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (“Pari Passu Debt”), in each case, to purchase (an “Asset Sale Offer”) the maximum principal amount of Notes or Notes and such Pari Passu Debt, as the case may be, that may be purchased with the Excess Proceeds (the “Asset Sale Offer Amount”). The offer price in any Asset Sale Offer will be equal to (i) 100% of the principal amount of Notes purchased or (ii) 100% of the principal amount of Notes purchased and 100% of the principal amount (or accreted value) of such Pari Passu Debt purchased, in each case, plus accrued and unpaid interest, if any, to the date of purchase (the “Asset Sale Payment”), and will be payable in U.S. Legal Tender. If the aggregate principal amount of Notes and such Pari Passu Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee (or trustees) shall select the Notes and such Pari Passu Debt, as the case may be, to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Accordingly, if any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use such Excess Proceeds for any purpose not in violation of this Indenture. When any non-cash consideration received by the Issuer or any of its Restricted Subsidiaries in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash or Cash Equivalents, such cash and Cash Equivalents must be applied in accordance with this Section 4.13. Upon the commencement of an Asset Sale Offer, the Issuer shall send, by first-class mail, a notice to the Trustee and to each Holder at its registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Asset Sale Offer. Any Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (1) that the Asset Sale Offer is being made pursuant to this Section 4.13; (2) the Asset Sale Offer Amount, the Asset Sale Payment and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 15 days and no later than 60 days from the date such notice is mailed (the “Asset Sale Payment Date”); (3) that any Notes not tendered or accepted for payment shall continue to accrue interest; (4) that, unless the Issuer defaults in making such payment, any Notes accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest after the Asset Sale Payment Date; (5) that Holders electing to have a Note purchased pursuant to the Asset Sale Offer may elect to have only a portion of such Note purchased; (6) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, or transfer by book-entry transfer, to the Issuer, a Depositary, if appointed by the Issuer, or the Paying Agent at the address specified in the notice at least three Business Days before the Asset Sale Payment Date; (7) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than on the Asset Sale Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (8) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Asset Sale Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples of $1,000 in excess thereof, shall be purchased); and (9) that Holders the Notes of which were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Asset Sale Payment Date, the Issuer shall, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Asset Sale Offer; (2) deposit with the Paying Agent U.S. Legal Tender sufficient to pay the Asset Sale Payment in respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being repurchased by the Issuer. The Issuer shall publicly announce the results of the Asset Sale Offer on the Asset Sale Payment Date. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Asset Sale Payment for such Notes and the Trustee shall promptly authenticate pursuant to an authentication order and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. However, if the Asset Sale Payment Date is on or after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in the name of which a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders that tender Notes pursuant to the Asset Sale Offer. The Issuer will comply with the requirements of Rule 14e‑1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with an Asset Sale Offer. To the extent the provisions of any applicable securities laws or regulations conflict with the provisions of this Indenture relating to an Asset Sale Offer, the Issuer will not be deemed to have breached its obligations under this Indenture by virtue of complying with such laws or regulations.

Asset Sales. (a) The Parent IssuersParent shall not, and the Dutch Issuer shall not permit any of its the Restricted Subsidiaries to, consummate cause or make an Asset Sale unless: Sale, unless (ix) the Parent (IssuersParent or a any Restricted Subsidiary) , as the case may be, receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value (as determined at in good faith by the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standingDutch IssuerParent) of the assets or Equity Interests issued or sold or otherwise disposed of; and of and (iiy) at least 75% of the consideration received in the for such Asset Sale received by the Parent IssuersParent or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of ; provided that the definition of Net Proceeds), each of the following will be deemed to be cashamount of: (1i) any liabilities, liabilities (as shown on the Parentany Issuer’sParent’s or a Restricted Subsidiary’s most recent consolidated balance sheet, sheet or in the Notes thereto) of the Parent IssuersParent or any a Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Notes or any Guarantee or the Intercompany LoanSubsidiary Guarantee) that are assumed by the transferee of any such assets or that are otherwise cancelled or terminated in connection with the transfer of any transaction with such assets pursuant to an agreement that releases the Parent or such Restricted Subsidiary from further liability in respect of those liabilities; andtransferee, (2ii) any securities, notes or other obligations or other securities or assets received by the Parent IssuersParent or any such Restricted Subsidiary from such transferee that are converted by the Parent IssuersParent or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, 180 days of the receipt thereof (to the extent of the cash received), (iii) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the IssuersParent and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale, (iv) consideration consisting of Indebtedness of the IssuersParent or a Restricted Subsidiary (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the IssuersParent or any Restricted Subsidiary, and (v) any Designated Non-cash Consideration received by the IssuersParent or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Dutch IssuerParent), taken together with all other Designated Non-cash Consideration received pursuant to this Section 4.06(a)(v) that is at that time outstanding, not to exceed the greater of $275 million and 0.275 multiplied by the Pro Forma EBITDA of the Dutch IssuerParent for the most recently ended fourtwo full fiscal quartershalf-years for which financial statements have been delivered to the Trustee immediately preceding the receipt of such Designated Non- cash Consideration and after giving pro forma effect thereto as if such event occurred at the beginning of such fourtwo fiscal quartershalf-years (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), shall in each case be deemed to be Cash Equivalents received in that conversion. The Issuer shall apply for the Net Proceeds purposes of an Asset Sale to redeem Senior Secured Notes and Notes as set forth in this Section 3.8 (Mandatory Redemption4.06(a). (b) Within 360 days after the IssuersParent’ or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, the IssuersParent or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option: (i) to repay (A) Indebtedness constituting Bank Indebtedness and other Pari Passu Indebtedness, in each case, that is secured by a Lien permitted hereunder (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), (B) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, (C) Obligations under the Notes or (D) other Pari Passu Indebtedness (provided that if the IssuersParent or any Subsidiary Guarantor shall so reduce Obligations under unsecured Pari Passu Indebtedness under this clause (D) (which, for the avoidance of doubt, does not include Indebtedness described in clauses (A), (B) and (C) even if such Indebtedness may also constitute Pari Passu Indebtedness), the IssuersParent will equally and ratably reduce Notes Obligations either, as the Dutch IssuerParent shall elect in its sole discretion, pursuant to Section 3.01, through open-market purchases (provided that such purchases are at or above 100% of the principal amount thereof or, in the event that the Notes 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 holders to purchase a pro rata principal amount of Notes at a purchase price equal to 100% of the principal amount thereof (or, in the event that the Notes were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, if any); or (ii) 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 IssuersParent or in an increase in the percentage ownership by the IssuersParent (or a Restricted Subsidiary) in such Restricted Subsidiary), assets, or property or capital expenditures, in each case (A) used or useful in a Similar Business or (B) that replace the properties and assets that are the subject of such Asset Sale or, in each case, to reimburse the cost of any of the foregoing incurred on or after the date on which the Asset Sale giving rise to such Net Proceeds was contractually committed. In the case of Section 4.06(b)(ii), a binding commitment shall be treated as a permitted application of the Net 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 reason after the 360th day after the receipt of such Net Proceeds but before such Net Proceeds are so applied, then such Net Proceeds shall constitute Excess Proceeds unless the IssuersParent or such Restricted Subsidiary enters into another binding commitment (a “Second Commitment”) within six months of such cancellation or termination of the prior binding commitment; provided, further, that the IssuersParent or such Restricted Subsidiary may only enter into a Second Commitment under the foregoing provision one time with respect to each Asset Sale 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. Pending the final application of any such Net Proceeds, the Parent IssuersParent or any such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit borrowings facility or otherwise invest the use such Net Proceeds in any manner not prohibited by this Indenture. If the Issuers haveParent has not applied any Net Proceeds from any Asset Sale as provided and within the time period set forth in the two immediately preceding paragraphs of this Section 4.06(b), then, in lieu of applying such Net Proceeds in such manner, such Net Proceeds (it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes, as described in clause (i) of this Section 4.06(b), shall be deemed to have been so applied whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” If the aggregate amount of Excess Proceeds exceeds $250 million, the Dutch IssuerParent shall make an offer to all holders of Notes (and, at the option of the Dutch IssuerParent, to holders of any other Pari Passu Indebtedness) (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes (and such other Pari Passu Indebtedness), that is at least $2,000 and an integral multiple of $1,000 in excess thereof that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or, in the event the Notes or such other Pari Passu Indebtedness were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, if any (or, in respect of such other Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such other Pari Passu Indebtedness), to, but excluding, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Section 4.06. The Dutch IssuerParent will commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that the aggregate amount of Excess Proceeds exceeds $250 million by mailing, or delivering electronically if held by the Depository, the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. The Dutch IssuerParent may, at its option, satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the relevant 450 days (or such longer period provided above) or with respect to Excess Proceeds of $250 million or less (it being understood that such Net Proceeds used to make an Asset Sale Offer shall satisfy the foregoing obligations with respect to Net Proceeds whether or not such offer is accepted). 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 Excess Proceeds, the IssuersParent may use any remaining Excess Proceeds for any purpose that is not prohibited by this Indenture and shall not be required to use them for any other purpose. If the aggregate principal amount of Notes (and such other Pari Passu Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Dutch IssuerParent shall select the Notes to be purchased in the manner described in Section 4.06(e). Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero (regardless of whether there are any remaining Excess Proceeds upon such completion). (c) The IssuersParent will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the IssuersParent will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof. (d) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, the Dutch IssuerParent shall deliver to the Trustee an Officer’s Certificate as to (i) the amount of the Excess Proceeds, (ii) the allocation of the Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) the compliance of such allocation with the provisions of Section 4.06(b). On such date, the Issuers shall also irrevocably deposit with the Trustee or with the Paying Agent (or, if thean Issuer or a Subsidiary is acting as the Paying Agent, segregate and hold in trust) an amount equal to the Excess Proceeds to be invested in Cash Equivalents, as directed in writing by the Dutch IssuerParent and to be held for payment in accordance with the provisions of this Section 4.06. Upon the expiration of the period for which the Asset Sale Offer remains open (the “Offer Period”), the Dutch IssuerIssuers shall deliver to the Trustee for cancellation the Notes or portions thereof that have been properly tendered to and are to be accepted by the Issuers. The Trustee (or the Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering holder in the amount of the purchase price. In the event that the Excess Proceeds delivered by the Issuers to the Trustee are greater than the purchase price of the Notes tendered, the Trustee shall deliver the excess to the Issuers immediately after the expiration of the Offer Period for application in accordance with this Section 4.06. (e) Holders electing to have a Note purchased shall be required to surrender such Note, with an appropriate form duly completed, to the Dutch Issuer at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Trustee or the Dutch Issuer receives not later than one Business Day prior to the purchase date, a facsimile transmission or letter setting forth the name of the holder, the principal amount of the Note which was delivered by the holder for purchase and a statement that such holder is withdrawing his election to have such Note purchased. If at the end of the Offer Period more Notes (and such other Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuers are required to purchase, selection of such Notes for purchase shall be made by the Dutch Issuer in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed (and the Dutch Issuer shall notify the Trustee of any such listing), or if such Notes are not so listed, on a pro rata basis to the extent practicable, by lot or by such other method as the Dutch Issuer deems appropriate (and in such manner as complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 or less shall be purchased in part. Selection of such other Pari Passu Indebtedness shall be made pursuant to the terms of such other Pari Passu Indebtedness.

Asset Sales. (a) The Parent shall Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Parent (Borrower or a such Restricted Subsidiary) , as the case may be, receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (such Fair Market Value to be determined at the time of entering into an agreement contractually agreeing to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standingSale) of the assets or Equity Capital Interests issued or sold or otherwise disposed of; and (ii2) at least 75% [REDACTED – Percentage] of the consideration received in the Asset Sale by the Parent Borrower or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Eligible Cash Equivalents. . (b) For the purposes of this provision (but not for purposes of the definition of Net Proceeds)Section 6.3(a)(2) above, each of the following will be deemed to be cash: (1) any liabilities, liabilities (as shown on the Parent’s most recent consolidated balance sheet, sheet of the Parent Borrower or any Restricted Subsidiary Subsidiary) of the Borrower or any of its Restricted Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Loans or any Guarantee or the Intercompany LoanGuaranty) that are assumed in connection with by the transfer transferee of any such assets pursuant to an a customary assignment and assumption agreement that releases the Parent Borrower or such Restricted Subsidiary from further liability in respect of those liabilities; andliability; (2) any securities, notes or other obligations received by the Parent Borrower or any such of its Restricted Subsidiary Subsidiaries from such the transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, [REDACTED – Time Period] of their receipt to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply ; and (3) any Designated Non-cash Consideration received by the Net Proceeds Borrower or any of an 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 redeem Senior Secured Notes this clause (3) that is at that time outstanding, not to exceed [REDACTED – Percentage] of Consolidated Total 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 Notes as set forth without giving effect to subsequent changes in Section 3.8 (Mandatory Redemptionvalue). (bc) Pending the final application of any Net Proceeds, the Parent or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds from Asset Sales shall be applied in any manner that is not prohibited by this Indentureaccordance with Section 2.12.

Asset Sales. (a) The Parent Guarantor shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate conduct an Asset Sale Sale, unless: (i1) the Parent (Guarantor or a such Restricted Subsidiary) , as the case may be, receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) fair market value of the assets or Equity Interests issued or sold or otherwise disposed ofof and, in the case of one or a series of related Asset Sales of $10.0 million or more, to be evidenced by a resolution of Parent Guarantor’s Board of Directors described in an Officer’s Certificate delivered to the Trustee; and (ii2) at least 75% of the consideration therefor received in the Asset Sale by the Parent Guarantor or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of ; provided, however, that the definition of Net Proceeds), each principal amount of the following will shall be deemed to be cashcash for purposes of this provision: (1A) any liabilitiesliabilities of Parent Guarantor or such Restricted Subsidiaries, as shown on the ParentParent Guarantor’s or such Restricted Subsidiary’s most recent consolidated balance sheet, of sheet or in the Parent or any Restricted Subsidiary related footnotes thereto (other than contingent liabilities and liabilities that are by their terms subordinated rank junior in right of payment to the Notes or any guarantee of the Notes), any Guarantee or the Intercompany Loan) that are assumed in connection with by the transfer of any such assets pursuant to an agreement that releases the Parent or such Restricted Subsidiary from further liability in respect transferee of those liabilitiesassets; and (2B) any securities, notes Notes or other obligations received by the Parent Guarantor or any such Restricted Subsidiary from such a transferee that are converted by Parent Guarantor or the Parent or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, days after the closing of the Asset Sale (to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply the Net Proceeds of an Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemptionreceived). (b) Notwithstanding the foregoing, the restriction in clause (a)(2) above shall not apply with respect to mortgages, notes receivable or other securities received by Parent Guarantor or any Restricted Subsidiary from a transferee of any assets to the extent those mortgages, notes receivable or other securities are Investments permitted to be made by Parent Guarantor or the Restricted Subsidiary under the covenant set forth in Section 4.10 hereof. (c) Within 365 days after the receipt of Net Proceeds from an Asset Sale, Parent Guarantor or the Restricted Subsidiaries may apply those Net Proceeds at their option: (1) to permanently repay, and reduce related commitments under, any Credit Facility or the Existing Notes, which, in the case of repayments of Indebtedness under any Credit Facility, shall effect a permanent reduction in the amount of Indebtedness that may be incurred under Section 4.09(b)(2); or (2) invest the Net Proceeds in property or assets, including Investments permitted under clause (e) of the definition of Permitted Investments, used in a Hospitality-Related Business, provided that Parent Guarantor or such Restricted Subsidiary shall have complied with this clause (2) if, within 365 days after the Asset Sale, Parent Guarantor or such Restricted Subsidiary, as applicable, shall have commenced and not completed or abandoned an investment in compliance with this clause (2) and shall have segregated the Net Proceeds from the general funds of Parent Guarantor and its Subsidiaries for that purpose and the investment is substantially completed within 365 days after the first anniversary of the Asset Sale. Any Net Proceeds from an Asset Sale that are not applied or invested as provided above shall be deemed to constitute “Excess Proceeds.” (d) When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall make an offer (an “Asset Sale Offer”) to all Holders of Notes and other Indebtedness that ranks by its terms equally in right of payment with the Notes and the terms of which contain substantially similar requirements with respect to the application of proceeds from sales of assets or in connection with securitizations as are set forth in this Indenture to purchase on a proportional basis the maximum principal amount of Notes, that is an integral multiple of $1,000, that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest thereon, if any, to the Purchase Date, in accordance with the procedures set forth in this Indenture. To the extent that the aggregate amount of Notes and other such Indebtedness tendered under such Asset Sale Offer is less than the Excess Proceeds, any remaining Excess Proceeds may be used for any purpose not otherwise prohibited by this Indenture, including general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds available for purchase of such Notes, the Trustee shall select the Notes to be purchased in the manner set forth in Section 3.02 hereof. When the offer to purchase is completed, the amount of Excess Proceeds shall be reset at zero. Pending the final application of any Net ProceedsProceeds from an Asset Sale under this Section 4.12(d), the Parent Guarantor or any Restricted Subsidiary may temporarily reduce revolving credit borrowings Indebtedness under Credit Facilities or otherwise invest the Net Proceeds in Cash Equivalents. (e) The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and other securities laws and regulations under the Exchange Act to the extent those laws and regulations are applicable in connection with any manner offer to purchase and the purchase of Notes as described above. To the extent that is not prohibited by the provisions of any securities laws or regulations conflict with the above-described provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under such provisions of this Indenture by virtue of compliance.

Asset Sales. (a) The Parent shall TLLP will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Parent TLLP (or a the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (such Fair Market Value to be determined at on the time date of entering into an agreement contractually agreeing to effect such Asset Sale with and which shall give effect to the Fair Market Value assumption by another Person of consideration other than cash and Cash Equivalents determined by an independent investment banking firm any liabilities as provided for in clause (A) of international standingthe following paragraph) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii2) at least 75% of the consideration received in the Asset Sale Sale, together with all other Asset Sales since the Issue Date (on a cumulative basis) by the Parent TLLP or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of the preceding clause (2) of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following will shall be deemed to be cash: (1A) any liabilities, as shown on the ParentTLLP’s most recent consolidated balance sheet, of the Parent TLLP or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Notes or any Guarantee or the Intercompany LoanNote Guarantees) that are assumed in connection with by the transfer transferee of any such assets pursuant to an a customary novation agreement that releases the Parent TLLP or such Restricted Subsidiary from further liability in respect of those liabilities; andliability; (2B) any securities, notes or other obligations received by the Parent TLLP or any such Restricted Subsidiary from in connection with such transferee transaction that within 90 days after the Asset Sale (subject to ordinary settlement periods) are converted by the Parent TLLP or such Restricted Subsidiary into cash or Cash Equivalents within 90 daysEquivalents, to the extent of the cash or Cash Equivalents received in that conversion; (C) any stock or assets of the kind referred to in clauses (2) or (4) of the next succeeding paragraph received by TLLP or any such Restricted Subsidiary in connection with such transaction; and (D) accounts receivable of a business retained by TLLP or any of its Restricted Subsidiaries, as the case may be, following the sale of such business, provided such accounts receivable (x) are not past due more than 60 days and (y) do not have a payment date greater than 90 days from the date of the invoices creating such accounts receivable; provided that any Asset Sale pursuant to a condemnation, appropriation or other similar taking, including by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Lien incurred not in violation of Section 4.12 or exercise by the related lienholder of rights with respect thereto, including by deed or assignment in lieu of foreclosure, shall not be required to satisfy the conditions set forth in clauses (1) and (2) of this paragraph. The Issuer Within 365 days after the receipt of any Net Proceeds from an Asset Sale, TLLP (or any Restricted Subsidiary) may apply such Net Proceeds at its option to any combination of the following: (1) to prepay, repay, redeem or repurchase Senior Indebtedness of TLLP and/or its Restricted Subsidiaries; (2) to acquire a controlling interest in another business or all or substantially all of the assets of, or any Capital Stock or operating line of, another business, in each case engaged in a Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of TLLP; (3) to make capital expenditures; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; provided that, in the case of clauses (2), (3) and (4) above, a binding commitment shall apply be treated as a permitted application of the Net Proceeds from the date of such commitment so long as TLLP (or the applicable Restricted Subsidiary, as the case may be) enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”); and such Net Proceeds are actually applied in such manner within the later of 365 days from the consummation of the Asset Sale to redeem Senior Secured Notes and Notes 180 days from the date of the Acceptable Commitment, and in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, TLLP (or the applicable Restricted Subsidiary, as set forth the case may be) enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination and such Net Proceeds are actually applied in Section 3.8 (Mandatory Redemption). (b) such manner within 180 days from the date of the Second Commitment, it being understood that if a Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied then such Net Proceeds shall constitute Excess Proceeds. Pending the final application of any Net Proceeds, TLLP or the Parent or any applicable Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this Section 4.10 will constitute “Excess Proceeds.” Within five days after the date on which the aggregate amount of Excess Proceeds exceeds $50.0 million (or, at the Issuers’ option, any earlier date), the Issuers will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount (or accreted value) thereof plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, TLLP or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. TLLP will comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this Section 4.10, TLLP will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliance.

Asset Sales. (a) The Parent Borrower shall not, and nor shall not it permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless: (i) i. the Parent (Borrower or a such Restricted Subsidiary) , as the case may be, receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed of; andof (as reasonably determined by the Borrower or such Restricted Subsidiary); (ii) . at least 75% of the consideration received in the Asset Sale by the Parent Borrower or such Restricted Subsidiary is in the form of of: (i) cash or Cash Equivalents. For ; provided that for purposes of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following will shall be deemed to be cash: (1i) any liabilities, as shown on the ParentBorrower’s most recent consolidated balance sheet, of the Parent Borrower or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Guarantee or the Intercompany LoanObligations) that are assumed in connection with by the transfer transferee of any such assets pursuant to an a customary novation agreement that releases the Parent Borrower or such Restricted Subsidiary from further liability in respect of those liabilitiesliability; and (2ii) any securities, notes notes, or other obligations received by the Parent Borrower or any such Restricted Subsidiary from such transferee that are converted (by sale or other disposition) by the Parent Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 90 dayscash, to the extent of the cash or Cash Equivalents received in that conversion. The Issuer conversion within 180 days after such Asset Sale; and iii) reasonable reserves for indemnity obligations and purchase price adjustments funded in cash or held back by the purchaser; and/or (ii) Replacement Assets; provided that: i) the Fair Market Value of such Replacement Assets shall apply be at least equal to the Net Proceeds Fair Market Value of the portion of the assets sold or otherwise disposed of attributable thereto, and, in each case, the Fair Market Value shall be evidenced by (1) in the case of Replacement Assets representing consideration less than $75,000,000, a resolution of the applicable Board of Directors or (2) in the case of Replacement Assets representing consideration equal to or exceeding $75,000,000, an appraisal satisfactory to the Administrative Agents that is conducted by a valuation firm reasonably satisfactory to the Administrative Agents; and ii) if the assets or Equity Interests sold in the relevant Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption). (b) Pending constituted part of the final application of any Net ProceedsCollateral, then the Parent or any the Borrower, as applicable, shall use all commercially reasonable efforts to grant, or cause the applicable Restricted Subsidiary may temporarily reduce revolving credit borrowings to grant, as promptly as reasonably practicable, a first-priority Lien (subject to Permitted Liens) upon such Replacement Assets as security for the Obligations; and iii. in the case of any Asset Sale other than the sale of Designated Assets or otherwise invest Basket Assets, the Net Proceeds in pro forma Leverage Ratio, after giving effect to such Asset Sale, shall not exceed (A) 6.5 to 1.0 at any manner that is not prohibited by this Indenturetime from the Closing Date through June 30, 2007, (B) 6.25 to 1.0 at any time from July 1, 2007 through September 30, 2007, (C) 6.0 to 1.0 at any time from October 1, 2007 through December 31, 2007, (D) 5.25 to 1.0 at any time during fiscal year 2008 and (E) thereafter, 5.0 to 1.0.

Asset Sales. (a) The Parent shall Company will not, and shall will not cause or permit any of its Restricted Subsidiaries Subsidiary to, consummate an any Asset Sale unless: unless (i) the Parent (Company or a such Restricted Subsidiary) , as the case may be, receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value of the assets and property subject to such Asset Sale (such Fair Market Value to be determined at on the time date of entering into an agreement contractually agreeing to effect such Asset Sale with the Fair Market Value of consideration other than cash Sale) and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii) (A) at least 75% of the consideration received in paid to the Asset Sale by the Parent Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash or cash, Cash Equivalents. For purposes , Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of this provision (but not for purposes Indebtedness or other liabilities of the definition of Net Proceeds), each of the following will be deemed to be cash: (1) any liabilities, as shown on the Parent’s most recent consolidated balance sheet, of the Parent Company or any a Restricted Subsidiary (other than contingent liabilities and liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, any Guarantee the acquiring Person or its parent company agrees to indemnify and hold the Intercompany Loan) that are assumed in connection with the transfer of any such assets pursuant to an agreement that releases the Parent Company or such Restricted Subsidiary harmless from further and against any loss, liability or cost in respect of those liabilities; and (2) any securities, notes or other obligations received such assumed liabilities accompanied by the Parent or any such Restricted Subsidiary from such transferee posting of a letter of credit (issued by a commercial bank that are converted by has an Investment Grade Rating) in favor of the Parent Company or such Restricted Subsidiary into cash for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or Cash Equivalents within 90 daysits long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the extent time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the cash or Cash Equivalents received in that conversion. The Issuer shall apply Adjusted Consolidated Net Tangible Assets of the Net Proceeds of an Company determined at the time such Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption)is made. (b) During the 365 days after the receipt by the Company or a Restricted Subsidiary of Net Available Cash from an Asset Sale, such Net Available Cash may be applied by the Company or such Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Pari Passu Indebtedness of the Company or a Restricted Subsidiary), to: (1) repay (or cash-collateralize) Indebtedness of the Company or any Restricted Subsidiary under any Credit Facility (excluding (i) any Subordinated Indebtedness and (ii) any Indebtedness owed to the Company or an Affiliate of the Company); (2) reinvest in Additional Assets (including by means of an Investment in Additional Assets by the Company or a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) or make capital expenditures in the Oil and Gas Business; (3) purchase Notes; (4) purchase or repay on a permanent basis other Indebtedness (excluding (i) any Subordinated Indebtedness and (ii) any Notes or other Indebtedness owed to the Company or an Affiliate of the Company); provided that the Company shall equally and ratably redeem or purchase Notes as described under Section 3.07, through open market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for a Prepayment Offer) to all Holders to purchase the Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or (5) make any combination of payment, repayment, investment or reinvestment permitted by the foregoing clauses (1) through (4). The requirement of clause (b)(2) above shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or investment referred to therein is entered into by the Company or any Restricted Subsidiary within the time period specified in this Section 4.11(b) and such Net Available Cash is subsequently applied in accordance with such agreement within six months following such agreement. Pending the final application of any such Net ProceedsAvailable Cash, the Parent or any Restricted Subsidiary Company may temporarily reduce revolving credit borrowings Indebtedness under any Credit Facility or otherwise expend or invest the such Net Proceeds Available Cash in any manner that is not prohibited by this Supplemental Indenture (c) Any Net Available Cash from an Asset Sale not applied in accordance with Section 4.11(b) above within 365 days from the date of such Asset Sale shall constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer to purchase Notes having an aggregate principal amount equal to the aggregate amount of Excess Proceeds (the “Prepayment Offer”) at a purchase price (the “Prepayment Offer Price”) equal to 100% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the Asset Sale Purchase Date (as defined in Section 4.11(d)) (subject to the rights of Holders of record on relevant record dates to receive interest due on the relevant interest payment date) in accordance with the procedures (including prorating in the event of over subscription) set forth in this Supplemental Indenture, but, if the terms of any Pari Passu Indebtedness require that a Pari Passu Offer be made contemporaneously with the Prepayment Offer, then the Excess Proceeds shall be prorated between the Prepayment Offer and such Pari Passu Offer in accordance with the aggregate outstanding principal amounts of the Notes and such Pari Passu Indebtedness (based on principal amounts of Notes and Pari Passu Indebtedness (or, in the case of Pari Passu Indebtedness issued with significant original issue discount, based on the accreted value thereof tendered), and the aggregate principal amount of Notes for which the Prepayment Offer is made shall be reduced accordingly. If the aggregate principal amount of Notes tendered by Holders thereof exceeds the amount of available Excess Proceeds, then such Excess Proceeds will be allocated pro rata according to the principal amount of the Notes tendered and the Trustee will select the Notes to be purchased in accordance with this Supplemental Indenture on a pro rata basis (or, in the case of Global Notes, on as nearly a pro rata basis as is practicable, subject to the procedures of DTC or any other Depositary), by lot or in accordance with any other method the Trustee considers fair and reasonable and in minimum principal amount of $2,000 and integral multiples of $1,000 in excess of $2,000. To the extent that any portion of the amount of Excess Proceeds remains after compliance with the second sentence of this Section 4.11(c) and provided that all Holders have been given the opportunity to tender their Notes for purchase as described in Section 4.11(d) in accordance with this Supplemental Indenture, the Company or the Restricted Subsidiaries may use such remaining amount for purposes permitted by this Supplemental Indenture and the amount of Excess Proceeds will be reset to zero. The Company may satisfy the foregoing obligation with respect to any Excess Proceeds by making a Prepayment Offer prior to the expiration of the relevant 365 day period or with respect to Excess Proceeds of $25.0 million or less. (d) Within 30 days after the 365th day following the date of an Asset Sale, the Company shall, if it is obligated to make a Prepayment Offer pursuant to Section 4.11(c), send a written Prepayment Offer notice, by first-class mail (or, in the case of Global Notes, if such notice is given by the Trustee on behalf of the Company, sent in accordance with the applicable procedures of the Depositary), to the Holders (the “Prepayment Offer Notice”), with a copy to the Trustee, accompanied by such information regarding the Company and its Subsidiaries as the Company believes will enable such Holders to make an informed decision with respect to the Prepayment Offer. The Prepayment Offer Notice will state, among other things: (1) that the Company is offering to purchase Notes pursuant to the provisions of this Supplemental Indenture; (2) that any Note (or any portion thereof) accepted for payment (and duly paid on the Asset Sale Purchase Date) pursuant to the Prepayment Offer shall cease to accrue interest on the Asset Sale Purchase Date; (3) that any Notes (or portions thereof) not properly tendered will continue to accrue interest; (4) the purchase price and purchase date, which shall be, subject to any contrary requirements of applicable law, no less than 30 days nor more than 60 days after the date the Prepayment Offer Notice is mailed (or, in the case of Global Notes, sent) (the “Asset Sale Purchase Date”); (5) the amount of Excess Proceeds available to purchase Notes; (6) a description of the procedure which Holders must follow in order to tender their Notes and the procedures that Holders must follow in order to withdraw an election to tender their Notes for payment; and (7) all other instructions and materials necessary to enable Holders to tender Notes pursuant to the Prepayment Offer. If any of the Notes subject to a Prepayment Offer is in the form of a Global Note, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to repurchases. (e) The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes as described above. To the extent that the provisions of any securities laws or regulations conflict with the provisions relating to the Prepayment Offer, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.11 by virtue thereof. (f) Holders electing to have Notes purchased hereunder will be required to surrender such Notes at the address specified in the notice prior to the close of business on the third Business Day prior to the Asset Sale Purchase Date. Holders will be entitled to withdraw their election to have their Notes purchased pursuant to this Section 4.11 if the Company receives, not later than one Business Day prior to the Asset Sale Purchase Date, a telegram, telex, facsimile transmission or letter specifying, as applicable: (1) the name of the Holder, (2) the certificate number of the Note in respect of which such notice of withdrawal is being submitted, (3) the principal amount of the Note (which shall be $2,000 or whole multiples of $1,000 in excess thereof) delivered for purchase by the Holder as to which his election is to be withdrawn, (4) a statement that such Hxxxxx is withdrawing his election to have such principal amount of such Note purchased, and (5) the principal amount, if any, of such Note (which shall be $2,000 or whole multiples of $1,000 in excess thereof) that remains subject to the original Prepayment Offer Notice and that has been or will be delivered for purchase by the Company. (g) The Company shall (i) not later than the Asset Sale Purchase Date accept for payment Notes or portions thereof tendered pursuant to the Prepayment Offer, (ii) not later than 12:30 p.m. (New York City time) on the Asset Sale Purchase Date deposit with the Trustee or with a Paying Agent an amount of money in same day funds sufficient to pay the aggregate Prepayment Offer Price, as the case may be, of all the Notes or portions thereof which are to be purchased on that date and (iii) not later than 12:30 p.m. (New York City time) on the Asset Sale Purchase Date, as the case may be, deliver to the Paying Agent an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Company shall publicly announce the results of the Prepayment Offer, as the case may be, on or as soon as practicable after the Asset Sale Purchase Date. (h) Upon receipt by the Company of the proper tender of any Note (or portion thereof) accepted for purchase pursuant to Section 4.11(c), the Holder of the Note (or portion thereof) accepted for purchase pursuant to Section 4.11(c) in respect of which such proper tender was made and which has so been accepted for purchase shall (unless the tender of such Note (or portion thereof) accepted for purchase pursuant to Section 4.11(c) is properly withdrawn at least one Business Day prior to the Asset Sale Purchase Date) thereafter be entitled to receive solely the Prepayment Offer Price with respect to such Note (or portion thereof) accepted for purchase pursuant to Section 4.11(c). Notes to be purchased shall, on the Asset Sale Purchase Date, become due and payable at the Prepayment Offer Price and from and after such date (unless the Company shall default in the payment of the Prepayment Offer Price) such Notes shall cease to bear interest. Such Prepayment Offer Price shall be paid to such Holder promptly following the later of the Asset Sale Purchase Date and the time of delivery of such Note to the relevant Paying Agent at the office of such Paying Agent by the Holder thereof in the manner required. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at the Prepayment Offer Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Asset Sale Purchase Date shall be payable to the Person in whose name the Notes are registered as such as of the close of business on the relevant record dates according to the terms and the provisions of Section 1.07. If any Note tendered for purchase shall not be so paid upon surrender thereof by deposit of funds with the Trustee or a Paying Agent in accordance with paragraph (g) of this Section 4.11, the principal thereof (and premium, if any, thereon) shall, until paid, bear interest from the Asset Sale Purchase Date at the rate borne by such Note. Any Note that is to be purchased only in part shall be surrendered to a Paying Agent at the office of such Paying Agent (with, if the Company, the Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Registrar or the Trustee duly executed by, the Holder thereof or such Hxxxxx’s attorney duly authorized in writing), and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Note, without service charge, one or more new Notes of any authorized denomination as requested by such Holder in an aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Note so surrendered that is not purchased. For all purposes of this Section 4.11, unless the context otherwise requires, all provisions relating to the purchase of Notes shall relate, in the case of any Notes purchased or to be purchased only in part, to the portion of the principal amount of such Notes which has been or is to be purchased. The Paying Agent (at the Company’s expense) shall promptly mail or deliver to the Holder thereof any Note or portion thereof not to be so purchased.

Asset Sales. (a) The Parent Borrower shall not, and shall not permit any of its the Restricted Subsidiaries to, consummate cause or make an Asset Sale unless: Sale, unless (ix) the Parent (Borrower or a any Restricted Subsidiary) , as the case may be, receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value (as determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined in good faith by an independent investment banking firm of international standingBorrower) of the assets or Equity Interests issued or sold or otherwise disposed of; and , and (iiy) at least 75% of the consideration therefor received in the Asset Sale by the Parent Borrower or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of ; provided that the definition of Net Proceeds), each of the following will be deemed to be cashamount of: (1i) any liabilities, liabilities (as shown on the ParentBorrower’s or a Restricted Subsidiary’s most recent consolidated balance sheet, sheet or in the notes thereto) of the Parent Borrower or any a Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Loans or any Guarantee or the Intercompany LoanGuaranty) that are assumed by the transferee of any such assets or that are otherwise cancelled or terminated in connection with the transfer of any transaction with such assets pursuant to an agreement that releases the Parent or such Restricted Subsidiary from further liability in respect of those liabilities; andtransferee, (2ii) any securities, notes or other obligations or other securities or assets received by the Parent Borrower or any such Restricted Subsidiary from such transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, 180 days of the receipt thereof (to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply the Net Proceeds of an Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemptionreceived)., (biii) Pending the final application Indebtedness of any Net ProceedsRestricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the Parent extent that Borrower and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with such Asset Sale, (iv) consideration consisting of Indebtedness of Borrower (other than Junior Indebtedness) received after the Escrow Release Date from Persons who are not Borrower or any Restricted Subsidiary, and (v) any Designated Non-cash Consideration received by Borrower or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner such Asset Sale having an aggregate Fair Market Value (as determined in good faith by Borrower), taken together with all other Designated Non-cash Consideration received pursuant to this Section 7.4(a)(v) that is at that time outstanding, not prohibited to exceed the greater of $140.0 million and 25% of Consolidated EBITDA 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), shall be deemed to be Cash Equivalents for the purposes of this Section 7.4(a). Notwithstanding anything herein to the contrary, (w) no assets may be transferred to any Unrestricted Subsidiary other than pursuant to clause (21) of the definition of “Permitted Investments,” (x) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if, on the date of and after giving effect to such designation, such Unrestricted Subsidiary (or any Subsidiary thereof) would own (or hold an exclusive license with respect to) any Material Intellectual Property, (y) no Material Intellectual Property may be transferred (including by this Indentureway of an exclusive license) to an existing Unrestricted Subsidiary and (z) no Unrestricted Subsidiary may, at any time, own (or hold an exclusive license with respect to) Material Intellectual Property.

Asset Sales. (a) The Parent Issuers shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an Asset Sale unless: (i1) the Parent Issuers (or a the Restricted Subsidiary, as the case may be) receives receive consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets fair market value or Equity Interests issued or sold or otherwise disposed of; (2) the fair market value is determined by the Issuers' Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (ii3) at least 75% of the consideration received in the Asset Sale by the Parent Issuers or such Restricted Subsidiary is in the form of cash or Cash Equivalentscash. For purposes of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following will shall be deemed to be cash: (1A) any liabilities, as shown on the Parent’s Issuers' or such Restricted Subsidiary's most recent consolidated balance sheet, of the Parent Issuers or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Notes or any Guarantee or the Intercompany LoanSubsidiary Guarantee) that are assumed in connection with by the transfer transferee of any such assets pursuant to an a written instrument agreement that releases the Parent Issuers or such Restricted Subsidiary from further liability in respect of those liabilities; andliability; (2B) any securities, notes Notes or other obligations received by the Parent Issuers or any such Restricted Subsidiary from such transferee that are converted into cash within 60 days by the Parent Issuers or such Restricted Subsidiary into cash or Cash Equivalents within 90 daysSubsidiary, to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply ; and (C) any stock or assets of the Net Proceeds kind referred to in clause (2) of an Asset Sale to redeem Senior Secured Notes and Notes as set forth in the next paragraph of this Section 3.8 (Mandatory Redemption)4.12. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuers or the Restricted Subsidiaries may apply those Net Proceeds at its respective option: (1) to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (2) to acquire (or enter into a binding agreement to acquire; provided that the Issuers' commitment under such agreement shall be subject only to customary conditions and such acquisition shall be consummated within 60 days after the end of such 365-day period) all or substantially all of the assets of, or a majority of the Voting Stock of, another Person engaged in a Permitted Business or the minority interest in any Restricted Subsidiary; or (3) to acquire assets or property that are not classified as current assets under GAAP and that are used or useful in a Permitted Business. Pending the final application of any Net Proceeds, the Parent or any Restricted Subsidiary Issuers may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute "Excess Proceeds." (c) When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuers shall make an offer (an "Asset Sale Offer") to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and, such other pari passu indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of the principal amount of the Notes plus accrued and unpaid interest to the date of purchase, and shall be payable in cash. If any Excess Proceeds remain after consummation of the purchase of all properly tendered and not withdrawn Notes pursuant to an Asset Sale Offer, the Issuers may use such remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (d) The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its Obligations under the Asset Sale provisions of this Indenture by virtue of such conflict.

Asset Sales. (a) The Parent shall Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Parent Borrower (or a such Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii2) at least 75% of the consideration received in the Asset Sale by the Parent Borrower or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision clause (but not for purposes 2) above, the amount of the definition of Net Proceeds), each of the following will be deemed to be cash: (1i) any liabilities, liabilities other than contingent liabilities (as shown on the ParentBorrower’s or the applicable Restricted Subsidiary’s most recent consolidated balance sheet, sheet or in the notes thereto) of the Parent Borrower or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Guarantee Loans or the Intercompany LoanGuarantees) that are assumed in connection with by the transfer transferee of any such assets pursuant to an agreement that releases and from which the Parent or such Borrower and all Restricted Subsidiary from further liability Subsidiaries have been validly released by the applicable creditor(s) in respect of those liabilities; and writing, (2ii) any securities, notes or other obligations securities received by the Parent Borrower or any such Restricted Subsidiary from such transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, (to the extent of the cash received) within 180 days following the closing of such Asset Sale, (iii) any assets described in clauses (2) or Cash Equivalents (3) below, and (iv) 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 (as determined in good faith by the Board of Directors of the Borrower), taken together with all other Designated Non-cash Consideration received pursuant to this clause (iv) that conversionis at that time outstanding, not to exceed the greater of (x) $75,000,000 and (y) an amount equal to 2% of Total Assets of the Borrower on the date on which such Designated Non-cash Consideration is received (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received without giving effect to subsequent changes in value), shall be deemed to be cash for purposes of this paragraph and for no other purpose. The Issuer shall apply the Net Proceeds of an any Prepayment Asset Sale occurring prior to redeem Senior Secured Notes and Notes the Conversion Date shall be applied as set forth in Section 3.8 2.04(b)(iii). With respect to any Asset Sale occurring on or after the Conversion Date, within 365 days after the receipt of any Net Proceeds from such an Asset Sale, the Borrower or such Restricted Subsidiary, as the case may be, may (Mandatory Redemptiona) apply those Net Proceeds at its option: (1) (i) to reduce or fulfill Obligations under Secured Indebtedness of the Borrower or any Restricted Subsidiary, and to correspondingly reduce commitments with respect thereto, (ii) to reduce Obligations under Indebtedness of a Restricted Subsidiary that is not a Guarantor (other than Indebtedness owed to the Borrower of another Restricted Subsidiary) and (iii) to reduce or fulfill Obligations under Senior Pari Passu Indebtedness, and to correspondingly reduce commitments with respect thereto (provided that if the Borrower or any Guarantor shall so reduce Obligations under unsecured Senior Pari Passu Indebtedness, the Borrower will equally and ratably reduce Obligations under the Loans).; (2) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that such business constitutes a Restricted Subsidiary, (B) capital expenditures or (C) other non-current assets, in each of (A), (B) and (C), used or useful in a Permitted Business; and/or (3) to an investment in (A) any one or more businesses; provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Borrower or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that such business constitutes a Restricted Subsidiary, (B) properties or (C) assets that, in each of (A), (B) and (C), replace the businesses, properties and assets that are the subject of such Asset Sale; or (b) enter into a binding commitment to apply the Net Proceeds pursuant to clause (a)(1), (2) or (3) above, provided that such binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment until the earlier of (x) the date on which such acquisition or expenditure is consummated, and (y) the 180th day following the expiration of the aforementioned 365 day period. Any Net Proceeds from an Asset Sale occurring on or after the Conversion Date not applied or invested in accordance with the preceding paragraph within 365 days from the date of the receipt of such Net Proceeds shall constitute “Excess Proceeds”; provided that if during such 365-day period the Borrower or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of clause (2) or (3) of the immediately preceding paragraph after such 365th day, such 365-day period will be extended with respect to the amount of Net Proceeds so committed for a period not to exceed 180 days until such Net Proceeds are required to be applied in accordance with such agreement (or, if earlier, until termination of such agreement). When the aggregate amount of Excess Proceeds exceeds $25,000,000, the Borrower or the applicable Restricted Subsidiary will make an offer (an “Asset Sale Offer”) to all Lenders and, if required by the terms of any Senior Pari Passu Indebtedness, to the holders of such Senior Pari Passu Indebtedness, on a pro rata basis, the maximum principal amount of Loans and such other Senior Pari Passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. Pending the final application of any Net Proceeds, the Parent Borrower or any the applicable Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this IndentureAgreement. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Borrower or the applicable Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Agreement. If the aggregate principal amount of Loans prepaid with such Asset Sale Offer exceeds the amount of Excess Proceeds, the Administrative Agent will select the Loans to be prepaid on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

Asset Sales. Not later than the second Business Day following the receipt of Net Cash Proceeds in respect of any Asset Sale, subject to the terms of the Intercreditor Agreement the Borrower shall deliver an offer to the Administrative Agent which, in turn, shall furnish such offer to all of the Lenders, and, if required by the terms of other Parity Lien Debt, to all holders of such other Parity Lien Debt, to prepay the maximum aggregate principal amount of the Loans that may be prepaid out of the Net Cash Proceeds received with respect thereto, in a cash amount equal to 100% of the principal amount of such Loans, plus accrued and unpaid interest (aif any) The Parent shall notas of the date of such prepayment (each such offer, and shall not permit any of its Restricted Subsidiaries to, consummate an “Asset Sale unlessOffer”). The foregoing notwithstanding, the Borrower may elect, by written notice delivered to the Administrative Agent on or prior to the date two Business Days following receipt of any such Net Cash Proceeds, to apply such Net Cash Proceeds within 360 days to: (i) acquire property, plant and equipment or any business entity used or useful in carrying on the Parent (or a Restricted Subsidiary) receives consideration at the time business of the Asset Sale at least equal Borrower and its Restricted Subsidiaries or to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) improve or replace any existing property of the Borrower and its Restricted Subsidiaries used or useful in carrying on the business of the Borrower and its Restricted Subsidiaries (the foregoing, collectively, “replacement assets”), or to make capital expenditures in Oil and Gas Properties (provided that any Net Cash Proceeds attributable to a Disposition of an asset owned by a Credit Party must be reinvested in replacement assets owned by one or Equity Interests issued more Credit Parties or sold to make capital expenditures in Oil and Gas Properties owned by one or otherwise disposed of; andmore Credit Parties); (ii) to permanently repay, redeem or repurchase (and permanently reduce the commitments with respect to) any Priority Lien Debt and other outstanding Priority Lien Obligations; (iii) subject to Section 2.13(b) (if applicable), to permanently repay, redeem or repurchase (and permanently reduce the commitments with respect to) any Parity Lien Debt, other than Indebtedness owed to the Borrower or another Restricted Subsidiary, at least 75a price equal to 100% of the consideration received principal amount of such Parity Lien Debt plus any accrued but unpaid interest thereon; provided that if the Borrower shall so repay or reduce any such Parity Lien Debt, the Borrower shall equally and ratably repay (or offer to repay) the Loans by making an offer (in accordance with the procedures set forth below for an Asset Sale by the Parent or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes Offer) to all Lenders at 100% of the definition principal amount thereof, plus the amount of Net Proceeds)accrued but unpaid interest, each if any, on the amount of Loans that would otherwise be prepaid; or (iv) any combination of the following foregoing. Any portion of such Net Cash Proceeds not actually applied as provided above within such 360-day period, immediately thereafter will be deemed offered to be cash: (1) any liabilities, as shown on the Parent’s most recent consolidated balance sheet, of the Parent or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Guarantee or the Intercompany Loan) that are assumed in connection with the transfer of any such assets Lenders pursuant to an agreement that releases the Parent or such Restricted Subsidiary from further liability in respect of those liabilities; and (2) any securities, notes or other obligations received by the Parent or any such Restricted Subsidiary from such transferee that are converted by the Parent or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply the Net Proceeds of an Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption). (b) Offer. Pending the final application of any Net ProceedsCash Proceeds pursuant to this Section 2.08, the Parent or any Restricted Subsidiary such Net Cash Proceeds may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds be invested in any manner that is not prohibited by the Loan Documents. Each Lender may accept all but not less than all of its pro rata share of any Asset Sale Offer (any amounts not accepted, together with any other amounts not accepted from prepayments offered under Section 2.08(b), the “Declined Amounts”) by providing written notice (an “Acceptance Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. ten Business Days after the date of delivery of such Asset Sale Offer. If a Lender fails to deliver an Acceptance Notice to the Administrative Agent within the time frame specified above, such failure will be deemed a rejection of such Asset Sale Offer. The Borrower shall prepay all Loans required to prepaid by it under this IndentureSection 2.08(a) no later than five Business Days after expiration of the time period for acceptance by the Lenders of the Asset Sale Offer. Any Declined Amounts shall no longer be subject to this Section 2.08 and may be used by the Borrower in any manner not prohibited by this Agreement. If the aggregate principal amount of Loans requested to be repaid exceeds the aggregate amount to be repaid by the Borrower pursuant to this Section 2.08, the Administrative Agent shall apply the amounts to be repaid by the Borrower to the Loans requested to be repaid on a pro rata basis based on the principal amount of such Loans.

Asset Sales. (a) The Parent Guarantor shall notnot be permitted to, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i) the Parent (Guarantor or a its Restricted Subsidiary) , as the case may be, receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at Value, evidenced by a resolution of the time Board of entering into Directors set forth in an agreement Officers' Certificate in accordance with Sections 13.04 and 13.05 delivered to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) Trustee, of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii) at least 75% of the consideration therefor received in the Asset Sale by the Parent Guarantor or its Restricted Subsidiary consists of: (A) cash or Cash Equivalents; (B) the assumption of Indebtedness (other than non-recourse Indebtedness or any Subordinated Indebtedness) of the Parent Guarantor or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision other obligations relating to such assets (but not for purposes of the definition of Net Proceeds), each of the following will be deemed to be cash: (1) any liabilities, as shown on the Parent’s most recent consolidated balance sheet, accompanied by an irrevocable and unconditional release of the Parent or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Guarantee or the Intercompany Loan) that are assumed in connection with the transfer of any such assets pursuant to an agreement that releases the Parent Guarantor or such Restricted Subsidiary from further all liability in respect of those liabilities; and (2) any securities, notes on the Indebtedness or other obligations assumed); or (C) notes, other obligations or common stock received by the Parent Guarantor or any such Restricted Subsidiary from such transferee that are converted by the Parent Guarantor or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, concurrently with the receipt of such notes or other obligations (to the extent of the cash actually received by the Parent Guarantor or Cash Equivalents received in that conversion. The Issuer shall apply the Net Proceeds of an Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemptionits Restricted Subsidiary). (b) Pending In the final application of any event and to the extent that the Net Proceeds, Cash Proceeds received by the Parent Guarantor or any Restricted Subsidiary may temporarily reduce revolving credit borrowings Subsidiaries from one or otherwise invest more Asset Sales occurring on or after the Net Proceeds Issue Date in any manner period of twelve consecutive months exceeds 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company has been filed with the Commission) then the Parent Guarantor shall or shall cause the relevant Restricted Subsidiary, to: (i) within twelve months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets, to (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay Senior Indebtedness of the Company or Senior Indebtedness of any Restricted Subsidiary in each case owing to a Person other than the Parent Guarantor or any 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 is are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) related, ancillary or complementary to 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) of this Section 4.11, such excess Net Cash Proceeds (to the extent not prohibited applied pursuant to clause (i)), as provided in Section 4.11(c). The amount of such excess Net Cash Proceeds required to be applied, or to be committed to be applied, during such twelve-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the end of such period shall constitute "EXCESS PROCEEDS." (c) If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this IndentureSection 4.11 totals at least $10.0 million, the Company must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders of Notes and the Holders of any Indebtedness ranking equally with the Notes and entitled to participate in such an Offer to Purchase on a pro rata basis, an aggregate principal amount of Notes and such other Indebtedness equal to the Excess Proceeds on such date, at a purchase price equal to 101% of the principal amount thereof, plus, in each case, accrued interest and Liquidated Damages, if any, to the Payment Date.

Asset Sales. (a) The Parent shall Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (ia) the Parent Borrower (or a the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed of; and (iib) at least 75% of the consideration received by the Borrower or such Restricted Subsidiary in the Asset Sale by and all other Asset Sales since the Parent or such Restricted Subsidiary “Closing Date” (as defined in the Senior DT Notes Base Indenture) is in the form of cash cash, Cash Equivalents or Cash EquivalentsReplacement Assets or a combination thereof. For purposes of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following will be deemed to be cash: (1i) any liabilities, as shown on the ParentBorrower’s most recent consolidated balance sheetsheet (or as would be shown on the Borrower’s consolidated balance sheet as of the date of such Asset Sale), of the Parent Borrower or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Notes, Term Loans or any Guarantee or of the Intercompany LoanTerm Loans) that are repaid and discharged by the transferee of any such assets, or assumed in connection with by the transfer transferee of any such assets pursuant to an a novation agreement that releases the Parent Borrower or such Restricted Subsidiary from further liability in respect of those liabilities; andliability; (2ii) any securities, notes or other obligations received by the Parent Borrower, or any such Restricted Subsidiary Subsidiary, from such transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash or cash, Cash Equivalents or Replacement Assets within 90 daysdays after such Asset Sale, to the extent of the cash or cash, Cash Equivalents or Replacement Assets received in that conversion; and (iii) Designated Non-Cash Consideration in an aggregate amount that, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii) that has not been converted into cash or Cash Equivalents, does not exceed $250.0 million. The Issuer Notwithstanding the foregoing, the 75% limitation referred to above shall apply be deemed satisfied with respect to any Asset Sale in which the cash, Cash Equivalents or Replacement Assets portion of the consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. Within 365 days after the receipt of any Net Proceeds of from an Asset Sale Sale, the Borrower or a Restricted Subsidiary may apply an amount equal to redeem Senior Secured Notes and Notes as set forth in Section 3.8 such Net Proceeds: (Mandatory Redemption).a) to purchase Replacement Assets; or (b) to prepay, repay, defease, redeem, purchase or otherwise retire Indebtedness and other obligations under a Credit Facility or Indebtedness secured by property that is subject to such Asset Sale (provided that, if such property constitutes Collateral, such Credit Facility or other Indebtedness is secured on a pari passu basis with, or senior basis to, the Senior Lien Term Loans with respect to such property) and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; provided, that if such property constitutes Collateral and such other Credit Facility or other Indebtedness is not secured an a senior basis to the Senior Lien Term Loans with respect to such property, the Senior Lien Term Loans shall be prepaid on at least a ratable basis (based on principal amount outstanding) with such other Credit Facility or other Indebtedness. Notwithstanding the foregoing, if within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Borrower or a Restricted Subsidiary enters into a binding written agreement committing the Borrower or such Restricted Subsidiary, subject to customary conditions, to an application of funds of the kind described in clause (1) above, the Borrower or such Restricted Subsidiary shall be deemed not to be in violation of the preceding paragraph so long as such application of funds is consummated within 545 days of the receipt of such Net Proceeds. Pending the final application of any Net ProceedsProceeds of an Asset Sale, the Parent or any Restricted Subsidiary Borrower may temporarily reduce revolving credit borrowings or otherwise invest use the Net Proceeds in any manner that is not prohibited by this IndentureAnnex. An amount equal to any Net Proceeds from Asset Sales that are not applied or invested as provided in the third paragraph of this Section 6.4 will, at the end of the period provided for such application or investment, constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $100.0 million, within 20 days thereof, the Borrower shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $100.0 million) in accordance with, and to the extent required by, Section 2.14(b), and thereupon the amount of Excess Proceeds will be reset at zero.

Asset Sales. (a) The Parent Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i) the Parent Issuer (or a the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed of; (ii) if such Asset Sale involves the disposition of Collateral, the Issuer or such Restricted Subsidiary has complied with the provision of the Senior Secured Indenture and the Senior Secured Security Documents; and (iiiii) at least 75% of the consideration received in the Asset Sale by the Parent Issuer or such Restricted Subsidiary is in the form of cash or Cash Equivalentscash. For purposes of this provision paragraph (but not for purposes of the definition of Net Proceedsiii), each of the following will shall be deemed to be cash: (1A) Cash Equivalents; (B) any liabilities, liabilities (as shown on the ParentIssuer’s most recent consolidated balance sheet, ) of the Parent Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Notes or any Guarantee or the Intercompany LoanNote Guarantee) that are assumed in connection with by the transfer transferee of any such assets pursuant to an agreement that releases the Parent Issuer or such Restricted Subsidiary from further liability in respect of those liabilities; andliability; (2C) any securities, notes or other obligations received by the Parent Issuer or any such Restricted Subsidiary from such transferee that are converted by the Parent Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 90 days180 days of receipt, to the extent of the cash or Cash Equivalents received in that conversion. The ; (1) any Designated Noncash Consideration received by the Issuer or a Restricted Subsidiary in connection with the sale or contribution of assets by the Issuer or a Restricted Subsidiary to a joint venture with a Strategic Investor; provided, however, that in the event such Designated Noncash Consideration is an Investment (other than in the form of Indebtedness), such Designated Noncash Consideration shall apply be deemed to have been acquired and consequently reduce amounts available under clause (15) or (17) of the definition of “Permitted Investments,” as determined by the Issuer and (2) any Designated Noncash Consideration the Fair Market Value of which, when taken together with all other Designated Noncash Consideration received pursuant to this clause (2) (and not subsequently converted into Cash Equivalents that are treated as Net Proceeds of an Asset Sale Sale), does not exceed the greater of $20.0 million and 2.5% of Total Assets at the time of receipt since the Issue Date, with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to redeem Senior Secured Notes and Notes as set forth subsequent changes in Section 3.8 (Mandatory Redemption).value; and (bE) Pending any assets of, or any Capital Stock of, another Permitted Business, any Investments pursuant to clause (15) or (17) of the final application definition of “Permitted Investments” or any Net ProceedsAdditional Assets. Notwithstanding the foregoing, the Parent 75% requirement referred to in clause (2) above shall not apply to any Asset Sale in which the cash or any Restricted Subsidiary may temporarily reduce revolving credit borrowings Cash Equivalent portion of the consideration received therefrom, determined in accordance with the foregoing provision, is equal to or otherwise invest greater than what the Net Proceeds in any manner that is not prohibited by this Indentureafter-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% requirement.

Asset Sales. (a) The Parent shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Parent (or a the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at measured as of the time date of entering into an the definitive agreement with respect to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standingSale) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii2) at least 75% of the consideration received in the Asset Sale by the Parent or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following will be deemed to be cash: (1A) any liabilities, as shown on the Parent’s most recent consolidated balance sheet, liabilities of the Parent or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Notes or any Guarantee or the Intercompany LoanNote Guarantee) that are assumed in connection with by the transfer transferee of any such assets pursuant to an a customary novation or indemnity agreement that releases the Parent or such Restricted Subsidiary from or indemnifies against further liability in respect of those liabilities; andliability; (2B) any securities, notes or other obligations received by the Parent or any such Restricted Subsidiary from such transferee that are converted by the Parent or such Restricted Subsidiary into cash or Cash Equivalents within 90 days60 days of consummation of such Asset Sale, to the extent of the cash or and Cash Equivalents received in that conversion; (C) any Designated Non-cash Consideration received by Parent or such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together will all other Designated Non-cash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed 5.0% of Total 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; and (D) any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this Section 4.10. The Issuer shall apply Within 365 days after the receipt of any Net Proceeds of from an Asset Sale Sale, Parent (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds: (1) to redeem Senior Secured Notes and Notes as set forth in Section 3.8 repay (Mandatory Redemption). a) Obligations under a Credit Facility that are secured by a Lien permitted by this Indenture; or (b) other Indebtedness (other than Subordinated Indebtedness) of Parent or any Restricted Subsidiary that is secured by a Lien permitted by this Indenture; (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of Parent; (3) to make a capital expenditure; (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or (5) any combination of (1) through (4) of this paragraph. In the case of clauses (2) and (4), Parent will be deemed to have complied with its obligations above if it enters into a binding commitment to acquire such assets or Capital Stock within the required time frame above, provided that such binding commitment shall be subject only to customary conditions and such acquisition shall be consummated within six months from the date of signing such binding commitment Pending the final application of any Net Proceeds, Parent (or the Parent or any applicable Restricted Subsidiary Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this Section 4.10 will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, within 30 days thereof, MagnaChip will make an offer (an “Asset Sale Offer”) to all holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets to purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, MagnaChip may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and the agent or trustee for such pari passu Indebtedness shall select such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by MagnaChip so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. MagnaChip will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this Section 4.10, MagnaChip will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliance.

Asset Sales. (a) The Parent Wxxx Las Vegas shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (ia) the Parent Wxxx Las Vegas (or a the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed ofof (it being understood that a percentage of the purchase price may be subject to escrow arrangements customary for asset sales); (b) if the aggregate consideration to be received by Wxxx Las Vegas or such Restricted Subsidiary is in excess of $10.0 million, the Fair Market Value is evidenced by a certificate of the Chief Financial Officer of Wxxx Las Vegas delivered to the Trustee; and (iic) at least 75% of the consideration received in the Asset Sale by the Parent Wxxx Las Vegas or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net Proceeds)Section 4.10, each of the following will shall be deemed to be cash: (1) any liabilities, as shown on the Parent’s Wxxx Las Vegas’ most recent consolidated balance sheet, of the Parent Wxxx Las Vegas or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Notes or any Guarantee or the Intercompany LoanNote Guarantee) that are assumed in connection with by the transfer transferee of any such assets pursuant to an a customary novation agreement that releases the Parent Wxxx Las Vegas or such Restricted Subsidiary from further liability in respect of those liabilitiesliability; and (2) any securities, notes or other obligations received by the Parent Wxxx Las Vegas or any such Restricted Subsidiary from such transferee that are converted within 30 Business Days by the Parent Wxxx Las Vegas or such Restricted Subsidiary into cash or Cash Equivalents within 90 dayscash, to the extent of the cash or Cash Equivalents received in that conversion. The Issuer Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Wxxx Las Vegas (or the applicable Restricted Subsidiary as the case may be) may apply such Net Proceeds to make a capital expenditure, improve real property or acquire long-term assets that are used or useful in a line of business permitted by Section 4.13 hereof. In any such case, Wxxx Las Vegas (or such Restricted Subsidiary, as the case may be) shall apply take all necessary action to ensure that the security interest of the Trustee, on behalf of the Holders, continues as a perfected first priority security interest (equal and ratable with the security interest securing the Credit Agreement, the 2014 Notes, the 2017 Notes and the 2020 Notes, and subject to other Permitted Liens and the terms of the Intercreditor Agreement) on any property or assets acquired or constructed with the Net Proceeds of an any Asset Sale to redeem Senior Secured Notes and Notes as on the terms set forth in Section 3.8 (Mandatory Redemption). (b) this Indenture, the Intercreditor Agreement and the other Collateral Documents. Pending the final application of any Net Proceeds, Wxxx Las Vegas (or such Restricted Subsidiary, as the Parent case may be) may (1) apply the Net Proceeds to temporarily reduce amounts outstanding under any pari passu secured revolving credit Indebtedness of Wxxx Las Vegas or any of its Restricted Subsidiary may temporarily reduce revolving credit borrowings Subsidiaries, or otherwise (2) invest the Net Proceeds in Cash Equivalents which, at any manner time other than during a Collateral Release Period, shall be subject to a perfected first priority security interest (equal and ratable with the security interest securing the Credit Agreement, the 2014 Notes, the 2017 Notes and the 2020 Notes, and subject to other Permitted Liens and the terms of the Intercreditor Agreement) in favor of the Trustee, on behalf of the Holders, as security for the Notes. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute “Excess Net Proceeds.” Within 10 days following the earlier of (i) the date on which the aggregate amount of Excess Net Proceeds exceeds $20.0 million or (ii) the date when the proceeds of any sale of assets are required, pursuant to the Credit Agreement, to be applied to reduce Indebtedness of Wxxx Las Vegas (such Excess Net Proceeds and the proceeds described in the preceding clause (ii) shall collectively constitute “Excess Proceeds”), Wxxx Las Vegas shall allocate a portion of the Excess Proceeds, determined by multiplying the amount of such Excess Proceeds by a fraction, the numerator of which is the total aggregate principal amount of Notes then outstanding and all Pari Passu Debt then outstanding, and the denominator of which is the total aggregate principal amount of Notes then outstanding, all Pari Passu Debt then outstanding and all Indebtedness then outstanding under the Credit Agreement (such amount being the “Asset Sale Offer Amount”), to make an offer (an “Asset Sale Offer”) to all holders of Notes and, to the extent required, the holders of such Pari Passu Debt to repurchase such Notes and such Pari Passu Debt at an offer price equal to 100% of the principal amount of the Notes and such Pari Passu Debt to be purchased plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes and such other Pari Passu Debt to the date of repurchase, which offer price shall be payable in cash. The amount of any such Excess Proceeds less the Asset Sale Offer Amount (the “Asset Sale Repayment Amount”) shall concurrently be applied to repay any term Indebtedness outstanding under the Credit Agreement in accordance with the requirements of the Credit Agreement; provided, however, that to the extent that the Asset Sale Repayment Amount exceeds the amount of term Indebtedness then outstanding under the Credit Agreement at the time of repayment, such excess amount (after repayment in full of the term Indebtedness under the Credit Agreement) shall be added to the Asset Sale Offer Amount and offered to the holders of Notes and, to the extent required, the holders of such Pari Passu Debt pursuant to the Asset Sale Offer as provided in the preceding sentence. If any Excess Proceeds remain after consummation of an Asset Sale Offer and repayment of any term Indebtedness outstanding under the Credit Agreement, Wxxx Las Vegas (or such Restricted Subsidiary, as the case may be) may use those Excess Proceeds for any general corporate purpose not prohibited by this Indenture, the Credit Agreement, the 2014 Notes, the 2017 Notes, the 2020 Notes and the Collateral Documents, including, without limitation, to reduce revolving credit Indebtedness (and, if required, commitments) under the Credit Agreement. If the aggregate principal amount of Notes and such other Pari Passu Debt tendered into such Asset Sale Offer exceeds the Asset Sale Offer Amount that may be applied to the Asset Sale Offer, the Trustee shall select the Notes and such other Pari Passu Debt to be purchased as described in Sections 3.02 and 3.10 hereof. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.10 or this Section 4.10, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under those provisions of this Indenture by virtue of such compliance.

Asset Sales. (a) The Parent shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale in any single transaction or series of related transactions unless: (i1) the Parent Issuer (or a the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at measured as of the time date of entering into an the definitive agreement relating to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standingSale) of the assets assets, properties or Equity Interests issued or issued, sold or otherwise disposed of; andof in such Asset Sale; (ii2) at least 75% of the consideration received in the Asset Sale by the Parent or such Issuer and its Restricted Subsidiary Subsidiaries in the manner referred to in clause (a)(1) above is in the form of cash or cash, Cash Equivalents, or Permitted Assets. For purposes of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following will be deemed to be cash: (1A) any liabilities, as shown on the Parent’s most recent consolidated balance sheet, liabilities of the Parent Issuer or any Restricted Subsidiary (other than contingent liabilities and or liabilities that are by their terms subordinated to the NotesNotes or any Note Guarantee), any Guarantee as shown on the Issuer’s most recent internally available annual or the Intercompany Loan) quarterly balance sheet, that are assumed in connection with by the transfer transferee of any such assets pursuant to an a customary novation agreement or similar agreement that releases the Parent Issuer or such Restricted Subsidiary from further liability in respect of those liabilities; andliability; (2B) any securities, notes or other obligations received by the Parent Issuer or any such Restricted Subsidiary from such transferee that are are, within 180 days of the applicable Asset Sale, converted by the Parent Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 90 daysEquivalents, to the extent of the cash or Cash Equivalents received in that conversion. The ; (C) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Issuer shall apply and its other Restricted Subsidiaries are released from any guarantee of payment of such Indebtedness in connection with the Net Proceeds of an Asset Sale; and (D) any Designated Non-cash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to redeem Senior Secured Notes this clause (D) that is at that time outstanding, not to exceed the greater of (i) $75.0 million and Notes as set forth (ii) 3.0% of Total Assets (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 Section 3.8 (Mandatory Redemptionvalue). (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale (or, at the Issuer’s option, any earlier date), the Issuer or any Restricted Subsidiary may apply those Net Proceeds for any combination of the following purposes: (1) to Repay Indebtedness under the Term Loan Credit Agreement, the Revolving Credit Agreement and/or any other Indebtedness that is secured by a Lien (other than any such Indebtedness that is subordinate in right of payment to the Notes or any Note Guarantee); (2) to Repay (a) obligations under the Notes, (b) other Pari Passu Indebtedness; provided that if the Issuer or any Guarantor shall so reduce obligations under other Pari Passu Indebtedness pursuant to this clause (b), the Issuer will equally and ratably reduce obligations in respect of the Notes pursuant to Section 3.7 or through open market purchases at purchase prices at or above 100% of the principal amount thereof (or, in the event that such Notes have issued with significant original issue discount, 100% of accreted value thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof (or, in the event that the Notes 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 Notes) or (c) Indebtedness of a Restricted Subsidiary that is not a Guarantor, in each case other than Indebtedness owed to the Issuer or an Affiliate of the Issuer; (3) to acquire all or substantially all of the assets of, or to acquire Capital Stock of, a Person that is engaged in a Permitted Business and that, in the case of an acquisition of Capital Stock, is or becomes a Restricted Subsidiary of the Issuer; (4) to make a capital expenditure; or (5) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business. Notwithstanding the foregoing, in the event the Issuer or any of its Restricted Subsidiaries enters into a binding agreement committing to make an acquisition, expenditure or investment in compliance with clauses (3), (4) or (5) above within 365 days after the receipt of any Net Proceeds from an Asset Sale (an “Acceptable Commitment”), such commitment will be treated as a permitted application of the Net Proceeds from the date of the execution of such agreement until the earlier of (i) the date on which such acquisition or investment is consummated or such expenditure made or such agreement is terminated, and (ii) the 180th day after the expiration of the aforementioned 365-day period; provided that if any Acceptable Commitment is later canceled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds from and after the date of such cancelation or termination; unless the Issuer or such Restricted Subsidiary enters into another Acceptable Commitment within 180 days of such cancellation or termination (a “Second Commitment”)in which case such commitment will be treated as a permitted application of the Net Proceeds from the date of the execution of such agreement until the earlier of (i) the date on which such acquisition or investment is consummated or such expenditure made or such agreement is terminated, and (ii) the 180th day after the date of the Second Commitment. Pending the final application of any Net Proceeds, the Parent or any Restricted Subsidiary Issuer may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. (c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.7(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes, as described in Section 4.7(b)(2), will be deemed to have been so applied whether or not such offer is accepted) will constitute “Excess Proceeds.” If the aggregate amount of Excess Proceeds exceeds $60.0 million, the Issuer will make a pro rata offer (an “Asset Sale Offer”) to all Holders of Notes (and, at the option of the Issuer, to holders of any Pari Passu Indebtedness) to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness, as the case may be, that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount (or accreted value in the case of any such Pari Passu Indebtedness, as the case may be, issued with a significant original issue discount) plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash. If the aggregate principal amount of Notes and Pari Passu Indebtedness, as the case may be, tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such Pari Passu Indebtedness, as the case may be, to be purchased on a pro rata basis (subject to the procedures of the relevant depositary), on the basis of the aggregate principal amounts (or accreted values) tendered in round denominations (which in the case of the Notes will be minimum denominations of US$2,000 principal amount or multiples of US$1,000 in excess thereof). If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (d) Within 30 days following the date when the Issuer becomes obligated to make an Asset Sale Offer, the Issuer will mail (or in the case of Global Notes deliver electronically in accordance with the procedures of the Depositary) a notice to each Holder describing the transaction or transactions that constitute the Asset Sale and offering to repurchase Notes on the date (the “Asset Sale Payment Date”) specified in such notice, which date will be no earlier than 30 days nor later than 60 days from the date such notice is mailed, pursuant to the procedures required by this Indenture and described in such notice. (e) On the Asset Sale Payment Date, the Issuer will, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Asset Sale Offer, subject to proration based on the amount of Excess Proceeds pursuant to Section 4.7(c); (2) deposit with the Paying Agent an amount equal to the amount of Excess Proceeds that, after giving effect to proration with holders of pari passu Indebtedness pursuant to Section 4.7(c), is allocable to the Notes or portions thereof so tendered (or, if less, the aggregate payment for all Notes validly tendered and not withdrawn); and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuer. (f) The Paying Agent will promptly mail (or cause to be transferred through the facilities of the Depositary) to each Holder of Notes accepted for payment in accordance with this Section 4.7, the payment for such tendered Notes, and the Trustee will, upon receipt of an Issuer Order, promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any, by such Holder; provided that each such new Note will be in a principal amount of US$1,000 or an integral multiple thereof. (g) If the Asset Sale Offer Purchase Date is after the taking of a record of the Holders on a record date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name a purchased Note is registered on such record date, and no other interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (h) The Issuer will comply with all applicable securities legislation of Canada and the U.S., including, without limitation, the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any applicable securities laws and regulations conflict with this Section 4.7, the Issuer will comply with such laws and regulations and will not be deemed to have breached its obligations under this Section 4.7 by virtue of such compliance. (i) The Issuer’s obligation to make an Asset Sale Offer may be waived or modified before or after the occurrence of an Asset Sale with the written consent of Holders of at least a majority in principal amount of the Notes then outstanding. Notwithstanding the foregoing, any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, will be governed by Section 5.1 and will not be subject to the provisions described above in this Section 4.7.

Asset Sales. (a) The Parent shall Loan Parties will not, and shall will not permit any of its the Restricted Subsidiaries to, consummate an Asset Sale unlesssell, transfer, lease or otherwise dispose of any Property, including any Equity Interest owned by it, nor will any Loan Party permit any Restricted Subsidiary to issue any additional Equity Interest or Equity Interest Equivalent in such Restricted Subsidiary (other than to another Loan Party or another Restricted Subsidiary in compliance with Section 10.2.4), except: (a) sales, transfers and other dispositions of assets (other than (x) assets constituting Collateral and (y) Equity Interests in a Restricted Subsidiary unless all Equity Interests in such Restricted Subsidiary are sold or are sold in compliance with Section 10.2.4) that are not permitted by any other paragraph of this Section (each a “Disposition”) for fair value, provided that (i) the with respect to any Disposition pursuant to this clause (a) for a purchase price in excess of $10,000,000, Parent (or a Restricted Subsidiary) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other Subsidiary shall receive not less than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii) at least 75% of the such consideration received in the Asset Sale by the Parent or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For Permitted Investments; provided that for the purposes of this provision clause (but not for purposes of the definition of Net Proceedsi), each of the following will be deemed to be cash: (1A) any liabilities, liabilities (as shown on the Parent’s or such Restricted Subsidiary’s most recent consolidated balance sheet, sheet provided hereunder or in the footnotes thereto) of the Parent or any such Restricted Subsidiary (Subsidiary, other than contingent liabilities and liabilities that are by their terms subordinated to the Notespayment in cash of the Obligations, any Guarantee or the Intercompany Loan) that are assumed by the transferee with respect to the applicable Disposition and for which Parent and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in connection with the transfer of writing, (B) any such assets pursuant to an agreement that releases the securities received by Parent or such Restricted Subsidiary from further liability in respect of those liabilities; and (2) any securities, notes or other obligations received by the Parent or any such Restricted Subsidiary from such transferee that are converted by the Parent or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, (to the extent of the cash received) within 180 days following the closing of the applicable Disposition, and (C) any Designated Non-Cash Consideration received by Parent or such Restricted Subsidiary in respect of such Disposition having an aggregate fair market value, taken together with all other Designated Non-Cash Equivalents Consideration received pursuant to this Section 10.2.5(a) that is at that time outstanding, not in that conversion. The Issuer excess of 5% of Consolidated 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, shall apply the Net Proceeds in each case under this clause (i) be deemed to be cash; and (ii) after giving effect to any such sale, transfer or disposition, no Default or Event of an Asset Sale to redeem Senior Secured Notes Default shall have occurred and Notes as set forth in Section 3.8 (Mandatory Redemption).be continuing; (b) Pending sales, transfers and dispositions of (i) Inventory in the final application Ordinary Course of Business, (ii) cash and Permitted Investments in the Ordinary Course of Business, and (iii) used, obsolete, worn out or surplus Property or the abandonment of intellectual property rights in the Ordinary Course of Business; (c) sales, transfers and dispositions to another Loan Party or Restricted Subsidiary; provided that any such sales, transfers or dispositions shall be made in compliance with Section 10.2.15 unless such transactions are solely among members of a Loan Party Group and no other Person; provided further that all such sales, transfers, leases and other dispositions shall be made for fair value and 75% of such consideration in the form of cash or Permitted Investments; (d) sales, transfers and dispositions of delinquent Accounts in connection with the compromise, settlement or collection thereof; (e) any transactions permitted by Sections 10.2.2, 10.2.3, 10.2.4, 10.2.6 or 10.2.8; (f) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any Property of any Net Proceeds, the Parent Loan Party or any Restricted Subsidiary may temporarily reduce revolving Subsidiary; (g) sales, transfers and other dispositions of property (other than Accounts or Inventory) to the extent that (i) such property is exchanged for credit borrowings against the purchase price of similar replacement property or otherwise invest (ii) the Net Proceeds proceeds of such Disposition are promptly applied to the purchase price of such replacement property; (h) sales, transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; and (i) non-exclusive licensing agreements for any manner that is not prohibited by this Indentureintellectual property, leases or subleases, in each case in the Ordinary Course of Business.

Asset Sales. (a) The Parent Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, to consummate an Asset Sale unless: (i1) the Parent Issuer (or a the Restricted Subsidiary, as the case may be) receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received in the Asset Sale by the Parent Issuer or such Restricted Subsidiary is in the form of cash cash, Cash Equivalents or Cash EquivalentsReplacement Assets or a combination of the foregoing. For purposes of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following will shall be deemed to be cash: (1A) any liabilities, liabilities (as shown on the ParentIssuer’s or such Restricted Subsidiary’s most recent consolidated balance sheet, ) of the Parent Issuer or any such Restricted Subsidiary (other than contingent liabilities and liabilities liabilities, Indebtedness that are is by their its terms subordinated to the Notes, Notes or any Note Guarantee and liabilities to the extent owed to the Issuer or any Subsidiary of the Intercompany LoanIssuer) that are assumed in connection with by the transfer transferee of any such assets pursuant to an a written customary assignment and assumption agreement that releases the Parent Issuer or such Restricted Subsidiary from further liability in respect of those liabilities; andtherefor; (2B) any securities, notes or other obligations received by the Parent Issuer or any such Restricted Subsidiary from such transferee that are converted by the Parent Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, 180 days after the date of such Asset Sale (to the extent of the cash or Cash Equivalents received in that conversion. The ); and (C) any Designated Non-cash Consideration received by the Issuer shall apply the Net Proceeds or any of an 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 redeem Senior Secured Notes this clause (C) that is at that time outstanding, not to exceed the greater of $100 million and Notes as set forth 3.0% of Total 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 Section 3.8 (Mandatory Redemptionvalue). (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale under clause (a) above, the Issuer or the applicable Restricted Subsidiary may apply such Net Proceeds at its option: (1) to repay (x) any Indebtedness secured by a Permitted Lien (including the Credit Facilities), (y) any Indebtedness of a Restricted Subsidiary that is not a Guarantor (and, in the case of revolving obligations, to correspondingly reduce commitments with respect thereto) or (z) any Pari Passu Indebtedness, in each case other than Indebtedness owed to the Issuer or a Subsidiary of the Issuer; provided, however, that if the Issuer or any Guarantor shall so reduce any Pari Passu Indebtedness pursuant to clause (z), the Issuer will equally and ratably reduce Indebtedness under the Notes by making an offer to all Holders of the Notes and, if the Issuer is required to do so or otherwise elects, the other Pari Passu Indebtedness to purchase, on a pro rata basis, at a purchase price equal to 100.000% of the principal amount thereof, or, in respect of such other Pari Passu Indebtedness, the price set forth in the documentation governing such other Pari Passu Indebtedness, plus accrued and unpaid interest thereon and such offer shall be conducted pursuant to the terms and subject to the conditions set forth in this Indenture and the documents governing the other Pari Passu Indebtedness; (2) to make capital expenditures or purchase Replacement Assets (or enter into a binding agreement to make such expenditures or purchase such Replacement Assets; provided that (x) such expenditure or purchase is consummated within 180 days after the end of such 365 day period and (y) if such expenditure or purchase is not consummated within the period set forth in subclause (x), the Net Proceeds not so applied will be deemed to be Excess Proceeds (as defined in clause (c) below)); or (3) any combination of the foregoing. Pending the final application of any such Net Proceeds, the Parent or any Restricted Subsidiary Issuer may temporarily reduce revolving credit borrowings or otherwise invest the such Net Proceeds in any manner that is not prohibited by this Indenture. (c) On the 366th day after an Asset Sale or such earlier date, if any, as the Issuer determines not to apply the Net Proceeds relating to such Asset Sale as set forth in the preceding paragraph (each such date being referred as an “Excess Proceeds Trigger Date”), such aggregate amount of Net Proceeds that has not been applied on or before the Excess Proceeds Trigger Date as permitted in clause (b) above (“Excess Proceeds”) shall be applied by the Issuer to make an offer (an “Asset Sale Offer”) to all Holders of the Notes, and, if the Issuer is so required or elects, other Pari Passu Indebtedness to purchase the maximum principal amount of Notes, and other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100.000% of the principal amount of the Notes, or, in respect of such other Pari Passu Indebtedness, the price set forth in the documentation governing such other Pari Passu Indebtedness, plus accrued and unpaid interest thereon and Additional Interest, if any, and such offer shall be conducted pursuant to the terms and subject to the conditions set forth in this Indenture and the documents governing the other Pari Passu Indebtedness. (d) The Issuer may defer the Asset Sale Offer until there are aggregate unutilized Excess Proceeds equal to or in excess of $100.0 million resulting from one or more Asset Sales, at which time the entire unutilized amount of Excess Proceeds (not only the amount in excess of $100.0 million) will be applied as provided in clause (c) above. If any Excess Proceeds remain after consummation of an Asset Sale Offer, such Excess Proceeds may be used for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes, and other Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, then the Notes, and the other Pari Passu Indebtedness will be purchased on a pro rata basis based on the principal amount of the Notes, and the other Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the Excess Proceeds subject to such Asset Sale will no longer be deemed to be Excess Proceeds.

Asset Sales. (a) The Parent shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Parent (or a any of its Restricted Subsidiary) Subsidiaries, as the case may be, receives consideration (including by way of relief from, or any Person assuming responsibilities for, any liabilities, contingent or otherwise) at the time of the Asset Sale at least equal to the Fair Market Value (determined at measured as of the time date of entering into an the definitive agreement with respect to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standingSale) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii2) at least 75% of the aggregate consideration received in the Asset Sale by the Parent or such Restricted Subsidiary and all other Asset Sales consummated since the Issue Date is in the form of cash or Cash EquivalentsEquivalents or any combination thereof. For purposes of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following will be deemed to be cash: (1A) any liabilities, as shown on the Parent’s most recent consolidated balance sheet or such Restricted Subsidiary’s most recent balance sheet, of the Parent or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Guarantee or the Intercompany LoanSubordinated Debt) that are assumed in connection with by the transfer transferee of any such assets pursuant to an a novation or indemnity agreement (or other legal documentation with the same effect) that releases the Parent or such Restricted Subsidiary from or indemnifies the Parent or such Restricted Subsidiary against further liability in respect of those liabilities; andliability; (2B) with respect to any Asset Sale of oil and natural gas properties by the Parent or any of its Restricted Subsidiaries where the Parent or such Restricted Subsidiary retains an interest in such property, the aggregate costs and expenses of the Parent or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto that the transferee (or an Affiliate thereof) agrees to pay; (C) any securities, notes or other obligations received by the Parent or any such Restricted Subsidiary from such transferee that are converted by the Parent or such Restricted Subsidiary into cash or Cash Equivalents within 90 days180 days following the closing of such Asset Sale, to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply ; (D) any Capital Stock or assets of the Net Proceeds kind referred to in clause (2) or (4) of an Section 4.10(b) hereof; (E) any Designated Non-cash Consideration received by the Parent or such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to redeem Senior Secured Notes this clause (E), not to exceed an amount equal to 5.0% of the Parent’s Adjusted Consolidated Net Tangible Assets (determined at the time of 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 Notes as set forth without giving effect to subsequent changes in Section 3.8 (Mandatory Redemption)value. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Parent or one or more of its Restricted Subsidiaries may apply an amount equal to the amount of such Net Proceeds at its option to any combination of the following: (1) to repay, repurchase or redeem any Senior Debt; (2) to acquire all or substantially all of the assets, or any Capital Stock, of one or more other Persons primarily engaged in the Oil and Gas Business, if, after giving effect to any such acquisition of Capital Stock, such Person becomes a Restricted Subsidiary of the Parent; (3) to make capital expenditures in respect of the Parent’s or any of its Restricted Subsidiaries’ Oil and Gas Business; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in the Oil and Gas Business. The requirement of clause (2), (3) or (4) of this Section 4.10(b) shall be deemed to be satisfied if a bona fide binding contractual commitment to make the acquisition or capital expenditure referred to therein is entered into by the Parent or any of its Restricted Subsidiaries with a Person other than an Affiliate of the Parent within the time period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such commitment within 180 days following the date such commitment is entered into. Pending the final application of any Net Proceeds, the Parent or any of its Restricted Subsidiary Subsidiaries may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. (c) An amount equal to the Net Proceeds from Asset Sales that are not applied or invested as provided in the first two paragraphs of Section 4.10(b) hereof will constitute “Excess Proceeds.” Within ten Business Days after the first date on which the aggregate amount of Excess Proceeds exceeds $25.0 million, or earlier, at the Issuer’s option, the Issuer will make an offer (an “Asset Sale Offer”), with a copy to the Trustee, to all Holders of Notes and all holders of other Indebtedness of the Issuer that ranks pari passu in right of payment with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem such Indebtedness with the proceeds of sales of assets to purchase, prepay or redeem, on a pro rata basis, the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Notes and other Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of the Notes and other pari passu Indebtedness to be purchased (or the lesser amount required under the agreements governing such other pari passu Indebtedness), plus accrued and unpaid interest, if any, to, but excluding, the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Parent or any of its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered in such Asset Sale Offer exceeds the amount of Excess Proceeds allocated to the purchase of the Notes, the Trustee will select the Notes on a pro rata basis (except that any Notes represented by a Global Note will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection unless otherwise required by law), based on the amounts tendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (d) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.10, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.10 by virtue of such compliance. (e) In the event that, pursuant to the preceding provisions of this Section 4.10, the Issuer is required to commence an Asset Sale Offer, the Issuer will follow the procedures specified below. (1) The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness that ranks pari passu in right of payment with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets. The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer will apply all Excess Proceeds allocable to the Notes (the “Offer Amount”) to the purchase of Notes (as provided in Section 4.10(c)) or, if less than the Offer Amount has been tendered, all Notes. (2) If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (3) Upon the commencement of an Asset Sale Offer, the Issuer will send a notice to the Trustee and each of the Holders. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state: (A) that the Asset Sale Offer is being made pursuant to this Section 4.10 and the length of time the Asset Sale Offer will remain open; (B) the Offer Amount, the purchase price and the Purchase Date; (C) that any Note not tendered or accepted for payment will continue to accrue interest; (D) that, unless the Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest on and after the Purchase Date; (E) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in minimum denominations of $2,000 or integral multiples of $1,000 in excess thereof; (F) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Issuer, a Depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (G) that Holders will be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a letter or electronic transmission setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (H) that, if the aggregate principal amount of Notes exceeds the Offer Amount, the Issuer will select the Notes to be purchased on a pro rata basis or otherwise as provided in this Indenture (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000 or an integral multiple of $1,000 in excess thereof will be purchased); and (I) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (4) On or before the Purchase Date, the Issuer will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Issuer in accordance with the terms of this Section 4.10. The Paying Agent will promptly mail or wire transfer to each Holder of Notes properly tendered the payment for such Notes in connection with an Asset Sale Offer (or, if all the Notes are then Global Notes, make such payment through the facilities of DTC), and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to the unpurchased portion of the Notes surrendered, if any; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note so accepted for payment will cease to accrue interest on and after the date of payment for such Notes in connection with an Asset Sale Offer, unless the Issuer defaults in making such payment. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the Holder thereof.

Asset Sales. (a) The From and after the Effective Date, Covenant Parent shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate consummate, directly or indirectly, an Asset Sale unless: (i1) the Covenant Parent (or a such Restricted Subsidiary) , as the case may be, receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value fair market value (determined measured at the time of entering into an agreement contractually agreeing to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standingSale) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii2) except in the case of a Permitted Asset Swap, at least 75% of the consideration (measured at the time of contractually agreeing to such Asset Sale) for such Asset Sale, together with all other Asset Sales since the Effective Date (on a cumulative basis), received in the Asset Sale by the Covenant Parent or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. (b) Within 450 days after the receipt of any Net Proceeds from any Asset Sale (the “Asset Sale Proceeds Application Period”), Covenant Parent or such Restricted Subsidiary, at its option, may apply an amount equal to the Net Proceeds from such Asset Sale, (1) to repay (i) Obligations under the Initial Notes of any series and any Additional Notes of such series, (ii) Obligations under (A) Secured Indebtedness incurred pursuant to a Credit Facility to the extent such Obligations were incurred under clause (1) of Section 4.09(b) or (B) the Asset Sale Bridge Facility and/or (iii) Obligations under any other Secured Indebtedness, and in each case, in the case of revolving obligations (other than obligations in respect of any asset-based credit facility to the extent the assets sold or otherwise disposed of in connection with such Asset Sale constituted “borrowing base assets”), to correspondingly reduce commitments with respect thereto; (2) to repay Obligations under any Senior Indebtedness (other than any Senior Indebtedness referred to in clause (1) above), and in the case of revolving obligations (other than obligations in respect of any asset-based credit facility to the extent the assets sold or otherwise disposed of in connection with such Asset Sale constituted “borrowing base assets”), to correspondingly reduce commitments with respect thereto; provided that Covenant Parent or such Restricted Subsidiary will either (A) reduce the aggregate principal amount of Obligations under the Initial Notes of any series and any Additional Notes of such series on an equal or ratable basis with any Senior Indebtedness repaid pursuant to this clause (2) by, at its option, (x) redeeming Initial Notes of any series and any Additional Notes of such series pursuant to the optional redemption terms set forth in the Officer’s Certificate, supplemental indenture or resolutions of the Issuers’ Boards, as applicable, governing such series of Initial Notes or Additional Notes and/or (y) purchasing Initial Notes of any series and any Additional Notes of such series through open-market purchases or in privately negotiated transactions at market prices (which may be below par) and/or (B) make an offer (in accordance with Section 3.09) to all Holders to purchase their Initial Notes of any series and any Additional Notes of such series on an equal or ratable basis with any Senior Indebtedness repaid pursuant to this clause (2) (which offer shall be deemed to be an Asset Sale Offer for purposes hereof); (3) to invest in the business of Covenant Parent and its Subsidiaries, including (i) any investment in Additional Assets and (ii) making capital expenditures; (4) to repay Indebtedness of a Restricted Subsidiary that is not a Guarantor (excluding the Issuers), other than Indebtedness owed to an Issuer or a Guarantor; or (5) any combination of the foregoing; provided that, in the case of clause (3) above, a binding commitment or letter of intent shall be treated as a permitted application of the Net Proceeds from the date of such commitment or letter of intent so long as Covenant Parent or such Restricted Subsidiary enters into such commitment or letter of intent with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment or letter of intent within 180 days of the expiration of the Asset Sale Proceeds Application Period (an “Acceptable Commitment”) and such Net Proceeds are actually applied in such manner within 180 days of the expiration of the Asset Sale Proceeds Application Period (the period from the consummation of the Asset Sale to such date, the “First Commitment Application Period”), and, in the event any Acceptable Commitment is later cancelled or terminated for any reason after the expiration of the Asset Sale Proceeds Application Period and before the Net Proceeds are applied in connection therewith, then such Net Proceeds shall constitute Excess Proceeds unless Covenant Parent or such Restricted Subsidiary reasonably expects to enter into another Acceptable Commitment prior to the expiration of the First Commitment Application Period (a “Second Commitment”) and such Net Proceeds are actually applied in such manner prior to 180 days from the date of entering into the Second Commitment; provided, further, that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied or if such Second Commitment is not entered into prior to the expiration of the First Commitment Application Period, then such Net Proceeds shall constitute Excess Proceeds. (c) Any Net Proceeds from the Asset Sale covered by this Section 4.10 that are not invested or applied as provided and within the time period set forth in Section 4.10(b) will be deemed to constitute “Excess Proceeds.” No later than 20 Business Days after the date that the aggregate amount of Excess Proceeds exceeds $500.0 million, the Issuers shall make an offer to all Holders and, if required by the terms of other Indebtedness that is pari passu in right of payment with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and such Pari Passu Indebtedness that is, in the case of the Notes only, equal to $1,000 or an integral multiple thereof that may be purchased out of the Excess Proceeds at an offer price, in the case of the Notes only, in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the date fixed for the repurchase of such Notes pursuant to such offer, in accordance with the procedures set forth in this Indenture and, if applicable, the other documents governing the applicable Pari Passu Indebtedness. The Issuers shall commence an Asset Sale Offer by sending the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. The Issuers may satisfy the foregoing obligation with respect to such Net Proceeds from an Asset Sale by making an Asset Sale Offer in advance of being required to do so by this Indenture (an “Advance Offer”) with respect to all or part of the available Net Proceeds (the “Advance Portion”). (d) To the extent that the aggregate principal amount (or accreted value, as applicable) of Notes and, if applicable, Pari Passu Indebtedness, tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion), the Issuers may use any remaining Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion) in any manner not prohibited by this Indenture. If the aggregate principal amount (or accreted value, as applicable) of Notes or the Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer exceeds the amount of Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion), the Issuers shall select the Notes (subject to applicable DTC procedures as to Global Notes) and the Issuers or the representative of such Pari Passu Indebtedness shall select such Pari Passu Indebtedness to be purchased or repaid on a pro rata basis based on the accreted value or principal amount of the Notes and such Pari Passu Indebtedness tendered, with adjustments as necessary so that no Notes or Pari Passu Indebtedness, as the case may be, will be repurchased in an unauthorized denomination; provided, that no Notes of $2,000 or less shall be repurchased in part. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero (regardless of whether there are any remaining Excess Proceeds upon such completion), and in the case of an Advance Offer, the Advance Portion shall be excluded in subsequent calculations of Excess Proceeds. (e) Pending the final application of an amount equal to the Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply any Net Proceeds temporarily to reduce indebtedness outstanding under a revolving credit facility (including under the Senior Credit Facilities) or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. (f) For purposes of this provision (but not for purposes of the definition of Net Proceeds)Section 4.10 only, each of the following will shall be deemed to be cashcash or Cash Equivalents: (1) the greater of the principal amount and the carrying value of any liabilities, liabilities (as shown reflected on the Parent’s most recent consolidated balance sheet of Covenant Parent or such Restricted Subsidiary or in the footnotes thereto, or if incurred, accrued or increased subsequent to the date of such balance sheet, such liabilities that would have been reflected on the balance sheet of the Covenant Parent or any such Restricted Subsidiary (or in the footnotes thereto if such incurrence, accrual or increase had taken place on or prior to the date of such balance sheet, as determined in good faith by Covenant Parent) of Covenant Parent or such Restricted Subsidiary, other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Guarantee or the Intercompany Loan) that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with the transfer of any transactions relating to such assets Asset Sale) pursuant to an a written agreement that which releases the or indemnifies Covenant Parent or such Restricted Subsidiary from further liability in respect of those such liabilities; and; (2) any securities, notes or other obligations or assets received by the Covenant Parent or any such Restricted Subsidiary from such transferee that are converted by the Covenant Parent or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents within 90 days, (to the extent of the cash or Cash Equivalents received), in each case, within 180 days following the closing of such Asset Sale; and (3) any Designated Non-cash Consideration received by Covenant Parent or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value (with the fair market value of such item of Designated Non-cash Consideration being measured at the time of contractually agreeing to the related Asset Sale), taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) that conversionis at that time outstanding, not to exceed 5.0% of the Total Assets at the time of contractually agreeing to such Asset Sale. (g) The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.10, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue of such compliance. (h) The Issuer shall apply provisions of Section 3.09 and this Section 4.10 relating to the Net Proceeds Issuers’ obligation to make an offer to repurchase the Notes of any series as a result of an Asset Sale to redeem Senior Secured may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes and Notes as set forth in Section 3.8 (Mandatory Redemption)of such series. (b) Pending the final application of any Net Proceeds, the Parent or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

Asset Sales. (a) The Parent shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Parent Issuer (or a the Restricted Subsidiary, as the case may be) receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) fair market value of the assets or Equity Interests issued or sold or otherwise disposed ofof (except as a result of any foreclosure or sale by any lenders); (2) such fair market value is determined by Issuer's Board of Directors and evidenced by a resolution of the Board of Directors; and (ii3) at least 75% of the consideration therefor received in the Asset Sale by the Parent Issuer or such Restricted Subsidiary is in the form of cash or Cash EquivalentsEquivalents or Related Business Assets. For purposes of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following will shall be deemed to be cash: (1a) any liabilities, as shown on the Parent’s most recent consolidated balance sheet, Indebtedness of the Parent Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities Indebtedness that are is by their its terms subordinated to the Notes, Notes or any Guarantee or the Intercompany LoanNote Guarantee) that are assumed in connection with by the transfer transferee of any such assets pursuant to an agreement assets; PROVIDED that releases the Parent Issuer or such Restricted Subsidiary is released from further liability in respect of those liabilitiessuch Indebtedness; and (2b) any securitiesnotes, notes securities or other obligations received by the Parent Issuer or any such Restricted Subsidiary from such transferee that are converted by the Parent Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, days after the date of the Asset Sale (to the extent of the cash or Cash Equivalents received in that conversion). The Issuer shall apply Within 365 days after the receipt of any Net Proceeds of from an Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption).Sale, Issuer may apply such Net Proceeds at its option: (b1) to repay Senior Debt; and/or (2) to make an investment in or expenditures for assets that replace the assets that were the subject of the Asset Sale or in assets (other than securities) that will be used or useful in a Permitted Business or to make a Permitted Investment (other than an Investment in Cash Equivalents or the Notes). Pending the final application of any such Net Proceeds, the Parent or any Restricted Subsidiary Issuer may temporarily reduce revolving credit borrowings or otherwise invest the such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that Issuer does not apply, or decides not to apply, as provided in the preceding paragraph will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, Issuer will make an offer (an "ASSET SALE OFFER") to all Holders of Notes and all holders of other Indebtedness that is PARI PASSU with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem such Indebtedness with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other PARI PASSU Indebtedness that may be purchased out of the Excess Proceeds (the "ASSET SALE OFFER AMOUNT"). The offer price for Notes in any Asset Sale Offer will be equal to 100% of the aggregate principal amount plus accrued and unpaid interest, if any, to the date of purchase (the "ASSET SALE PAYMENT"), and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture and such Excess Proceeds will no longer be subject to the provisions of this Section 4.08. If the aggregate principal amount of Notes and such other PARI PASSU Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other PARI PASSU Indebtedness to be purchased on a pro rata basis based upon the principal amount or accreted value (as applicable) of the Notes and such other Indebtedness. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of an Asset Sale. To the extent the provisions of any applicable securities laws or regulations conflict with the provisions of this Section 4.08, Issuer will not be deemed to have breached its obligations under this Indenture by virtue of complying with such laws or regulations. Upon the commencement of an Asset Sale Offer, Issuer shall send, by first class mail, a notice to the Trustee and to each Holder at its registered address. The notice shall contain all instructions and materials necessary to enable such Holder to tender Notes pursuant to the Asset Sale Offer. Any Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state: (1) that the Asset Sale Offer is being made pursuant to this Section 4.08; (2) the Asset Sale Offer Amount, the Asset Sale Payment and the date on which Notes tendered and accepted for payment shall be purchased, which date shall be at least 30 days and no later than 60 days from the date such notice is mailed (the "ASSET SALE PAYMENT DATE"); (3) that any Note not tendered or accepted for payment shall continue to accrete or accrue interest; (4) that, unless Issuer defaults in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or accrue interest after the Asset Sale Payment Date; (5) that Holders electing to have a Note purchased pursuant to the Asset Sale Offer may only elect to have all of such Note purchased and may not elect to have only a portion of such Note purchased; (6) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, or transfer by book-entry transfer, to Issuer, a depository, if appointed by Issuer, or the Paying Agent at the address specified in the notice at least three days before the Asset Sale Payment Date; (7) that Holders shall be entitled to withdraw their election if Issuer, the Depository or the Paying Agent, as the case may be, receives, not later than the Asset Sale Payment Date, a notice setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Note purchased; (8) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Asset Sale Offer Amount, Issuer shall select the Notes to be purchased on a PRO RATA basis (with such adjustments as may be deemed appropri- -55- ate by Issuer so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and (9) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On the Asset Sale Payment Date, Issuer shall, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Asset Sale Offer; (2) deposit with the Paying Agent an amount equal to the Asset Sale Payment in respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers' Certificate stating the aggregate principal amount of Notes or portions thereof being repurchased by Issuer. Issuer shall publicly announce the results of the Asset Sale Offer on the Asset Sale Payment Date. The Paying Agent shall promptly mail to each Holder of Notes so tendered the Asset Sale Payment for such Notes, and the Trustee shall promptly authenticate pursuant to an Authentication Order and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unrepurchased portion of the Notes surrendered, if any; PROVIDED that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. However, if the Asset Sale Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Asset Sale Offer.

Asset Sales. (aA) The Parent shall not, In the event and shall not permit on each occasion that any Asset Sale Net Proceeds are received by or on behalf of Borrower or any of its Restricted Subsidiaries to, consummate an Asset Sale unless: in respect of (i1) the Parent sale or other disposition of all or substantially all of the consolidated assets of the Borrower and its Subsidiaries to any Person other than a Wholly Owned Subsidiary Guarantor, or (2) the sale or a Restricted Subsidiaryother disposition of all or substantially all of (x) receives consideration at the time rights to the Product, or (y) the assets related to the business of the Product, Borrower shall, in each case, prepay the Loans in an amount equal to the entire amount of the Asset Sale at least equal Net Proceeds of such Asset Sale, plus any accrued but unpaid interest and any fees (including any fees payable pursuant to the Fair Market Value Fee Letter) then due and owing. (determined at B) In the time of entering into an agreement to effect such event and on each occasion that any Asset Sale with the Fair Market Value Net Proceeds are received by or on behalf of consideration Borrower or any of its Subsidiaries in respect of any Asset Sale or series of Asset Sales (other than cash any Asset Sale described in the foregoing subsection (A) or permitted in reliance on any of Sections 9.09(a), (b), (c), (d), (f), (g), (i), (j), (k) and Cash Equivalents determined by an independent investment banking firm of international standing(l)) (the Asset Sales subject to this subsection (B), the “Included Asset Sales”) in which the aggregate fair market value of the assets or Equity Interests issued or Property sold or otherwise disposed of; and (ii) at least 75of in such Included Asset Sale or series of Included Asset Sales, plus the aggregate fair market value of the Property sold or otherwise disposed of pursuant to all prior Included Asset Sales since the initial Borrowing Date, equals an amount that exceeds 20% of Borrower’s Market Capitalization (the consideration received “20% Condition”) on the date of the most recent Included Asset Sale subject to this subsection (B), Borrower shall, in each case, prepay the Loans in an amount equal to the entire amount of the Asset Sale by Net Proceeds for such Included Asset Sale or series of Included Asset Sales that exceeds the Parent 20% Condition (excluding, for the avoidance of doubt, (x) any Asset Sale Net Proceeds received in any Included Asset Sale or such Restricted Subsidiary series of Included Asset Sales prior to exceeding the 20% Condition 164703839 v7 and (y) any Asset Sale Net Proceeds received from any Included Asset Sale or series of Included Asset Sales at any time after the 20% Condition has no longer been exceeded up until the 20% Condition is in the form subsequently exceeded again with respect to any subsequent Included Asset Sale or series of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net ProceedsIncluded Asset Sales), each of the following will be deemed to be cash: plus any accrued but unpaid interest and any fees (1) including any liabilities, as shown on the Parent’s most recent consolidated balance sheet, of the Parent or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated fees payable pursuant to the Notes, any Guarantee or the Intercompany LoanFee Letter) that are assumed in connection with the transfer of any such assets pursuant to an agreement that releases the Parent or such Restricted Subsidiary from further liability in respect of those liabilities; and (2) any securities, notes or other obligations received by the Parent or any such Restricted Subsidiary from such transferee that are converted by the Parent or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply the Net Proceeds of an Asset Sale to redeem Senior Secured Notes then due and Notes as set forth in Section 3.8 (Mandatory Redemption)owing. (bC) Pending the final application Borrower shall immediately provide notice of any Net ProceedsAsset Sale under clause (A) or (B) above to the Administrative Agent and make such prepayment not later than five (5) Business Days after the consummation of such Asset Sale (or such later date as may be agreed to by the Administrative Agent); provided that, the Parent or if any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Asset Sale Net Proceeds shall be paid periodically rather than in any manner that is a single lump sum, such prepayment need not prohibited be made as a single lump sum, but shall be made periodically, not later than five (5) Business Days after Borrower’s receipt of each periodic payment (or such later date as may be agreed to by this Indenturethe Administrative Agent).

Asset Sales. (a) The Parent Borrower shall not, and shall not permit any of its the Restricted Subsidiaries to, consummate cause or make an Asset Sale unless: Sale, unless (ix) the Parent (Borrower or a any Restricted Subsidiary) , as the case may be, receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value (as determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined in good faith by an independent investment banking firm of international standingBorrower) of the assets or Equity Interests issued or sold or otherwise disposed of; and , and (iiy) at least 75% of the consideration therefor received in the Asset Sale by the Parent Borrower or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of ; provided that the definition of Net Proceeds), each of the following will be deemed to be cashamount of: (1i) any liabilities, liabilities (as shown on the ParentBorrower’s or a Restricted Subsidiary’s most recent consolidated balance sheet, sheet or in the notes thereto) of the Parent Borrower or any a Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Loans or any Guarantee or the Intercompany LoanGuaranty) that are assumed by the transferee of any such assets or that are otherwise cancelled or terminated in connection with the transfer of any transaction with such assets pursuant to an agreement that releases the Parent or such Restricted Subsidiary from further liability in respect of those liabilities; andtransferee, (2ii) any securities, notes or other obligations or other securities or assets received by the Parent Borrower or any such Restricted Subsidiary from such transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, 180 days of the receipt thereof (to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply the Net Proceeds of an Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemptionreceived)., (biii) Pending the final application Indebtedness of any Net ProceedsRestricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the Parent extent that Borrower and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale, (iv) consideration consisting of Indebtedness of Borrower (other than Subordinated Indebtedness) received after the Closing Date from Persons who are not Borrower or any Restricted Subsidiary, and (v) any Designated Non-cash Consideration received by Borrower or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner such Asset Sale having an aggregate Fair Market Value (as determined in good faith by Xxxxxxxx), taken together with all other Designated Non-cash Consideration received pursuant to this Section 7.4(a)(v) that is at that time outstanding, not prohibited by to exceed the greater of $340400 million and 25% of Consolidated EBITDA 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), shall be deemed to be Cash Equivalents for the purposes of this IndentureSection 7.4(a).

Asset Sales. (a) The Parent shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an make any Asset Sale (except with respect to an Event of Loss) unless: (i1) the Parent Company (or a the Restricted Subsidiary, as the case may be) receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii2) at least 75% of the consideration therefor received in the Asset Sale by the Parent Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net Proceeds), each of the following will be deemed to be cash:; (1A) any liabilities, liabilities (as shown on the ParentCompany’s or such Restricted Subsidiary’s most recent consolidated balance sheet, ) of the Parent Company or any of its Restricted Subsidiary Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Notes or any Guarantee or the Intercompany Loanthereof) that are assumed in connection with by the transfer transferee of any such assets pursuant to an a customary novation agreement that releases releasing the Parent Company or such Restricted Subsidiary from further liability in respect of those liabilities; andliability; (2B) any securities, notes or other obligations received by the Parent Company or any such Restricted Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Parent Company or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, (to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply ); and (C) any Designated Non-cash Consideration received by the Net Proceeds of an Company or such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to redeem Senior Secured Notes this clause (iii) that is at that time outstanding, not to exceed the greater of $15.0 million and Notes as set forth 2.0% of Consolidated Total 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 Section 3.8 (Mandatory Redemption)value, will be deemed to be cash for purposes of this provision. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale by the Company or a Restricted Subsidiary, the Company or such Restricted Subsidiary may apply such Net Proceeds at its option: (1) to permanently reduce Indebtedness of the Company or any Guarantor (and in the case of a revolving credit, to correspondingly reduce commitments with respect thereto); (2) with respect to Asset Sales of assets of a Restricted Subsidiary that is not a Guarantor, to permanently reduce Indebtedness of a Restricted Subsidiary that is not a Guarantor (and in the case of a revolving credit, to correspondingly reduce commitments with respect thereto), other than Indebtedness owed to the Company or another Subsidiary; (3) to the making of a Capital Expenditure or the acquisition of a controlling interest in another business or other asset, in each case, that is used or useful in a Similar Business or that replaces the assets that are the subject of such Asset Sale; or (4) to the extent the Asset Sale constituted the sale of consumer loans, or other loans generated through the conduct of Similar Businesses, then to the making of advances and the extension of credit to customers in the ordinary course of business consistent with past practice that are either (A) recorded as accounts receivable or consumer loans on the consolidated balance sheet of the Company or (B) consumer loans the making of which are facilitated by the Company or a Restricted Subsidiary acting as a credit services organization or similar services provider in an amount no greater than the cash used to cash collateralize or repurchase such loans, provided that, in the case of clause (3) above, a binding commitment to make a Capital Expenditure or acquire a controlling interest shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then such Net Proceeds shall constitute Excess Proceeds if not actually applied or subject to a binding commitment or otherwise applied under clause (1), (2), (3) or (4) of this Section 4.16(b) within the applicable 365 day period. Pending the final application of any such Net Proceeds, the Parent Company or any a Restricted Subsidiary may temporarily reduce revolving credit borrowings Indebtedness under the Credit Facilities or otherwise invest the such Net Proceeds in any manner that is not prohibited by this the Indenture. (c) Any Net Proceeds from Asset Sales that are not applied or invested (by election or as a result of the passage of time) as provided in Section 4.16(b) will be deemed to constitute “Excess Proceeds.” Excess Proceeds of less than $20.0 million will be carried forward and accumulated. When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company will be required to make an offer (an “Asset Sale Offer”) to all Holders of Notes to purchase Notes having a principal amount equal to (A) accumulated Excess Proceeds, multiplied by (B) a fraction (x) the numerator of which is equal to the outstanding principal amount of the Notes and (y) the denominator of which is equal to the outstanding principal amount of the Notes and all pari passu Indebtedness similarly required to be repaid, redeemed or tendered for in connection with the Asset Sale, rounded down to the nearest $1,000. The offer price for such Asset Sale Offer shall be an amount in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase, in accordance with the procedures set forth in the Indenture. Any Excess Proceeds remaining after consummation of the Asset Sale Offer may be used by the Company and its Restricted Subsidiaries for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of the Excess Proceeds available to be applied to their repurchase, the Trustee shall select the Notes to be purchased on a pro rata basis based upon principal balance or accreted value, or to the extent that selection on a pro rata basis is not practicable, by lot or by such method as the Trustee considers fair and appropriate in accordance with DTC procedures. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Asset Sales. None of the Borrowers or any of the Controlled Subsidiaries of a Borrower shall sell, transfer or otherwise dispose of any asset (other than as the result of a condemnation or casualty, the granting of Permitted Liens or the sale of lots for cash in the ordinary course of business to parties other than any other Borrower, the General Partners, a Guarantor, any Controlled Subsidiary of any Borrower or any Affiliate of any of such Persons) except as follows: (a) The Parent shall not, and shall not permit any of such Persons may sell any asset in the ordinary course of business for all cash and for fair market value; (b) Commercial Company or Land Company may sell, transfer or otherwise dispose of Commercial Land or Residential Land to its Restricted Controlled Subsidiaries tofor the construction of Vertical Commercial Improvements, consummate an Asset Sale unless: provided such sales are (i) the Parent (or a Restricted Subsidiary) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than for all cash and Cash Equivalents determined by for fair market value or (ii) an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed ofequivalent equity interest in such Controlled Subsidiary; and (c) Commercial Company or Land Company may sell or transfer Commercial Land or Residential Land to its Non-Controlled Subsidiaries and Affiliates for the construction of Vertical Commercial Improvements, provided the aggregate amount of such sales do not exceed $15,000,000.00 in the aggregate in any fiscal year, such sales are for (i) all cash and for fair market value or (ii) at least 75% an equivalent equity interest in such Non- Controlled Subsidiary (of which amount, the consideration received amount which may be transferred to a Non-Controlled Subsidiary in exchange for an equity interest, shall not exceed $5,000,000.00 in the Asset Sale by the Parent or such Restricted Subsidiary is aggregate in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net Proceedsany fiscal year), each of the following will be deemed to be cash: (1) any liabilities, as shown on the Parent’s most recent consolidated balance sheet, of the Parent or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Guarantee or the Intercompany Loan) that are assumed in connection with the transfer of any such assets pursuant to an agreement that releases the Parent or such Restricted Subsidiary from further liability in respect of those liabilities; and (2d) the Borrowers may sell or transfer Income Producing Property to their respective Controlled Subsidiaries or Non-Controlled Subsidiaries, provided that such sales are (i) for all cash and for fair market value or (ii) subject to Section 8.3(i), an equivalent equity interest in such Person; and (e) the Borrowers may sell Property other than Commercial Land, Residential Land or Income Producing Property to their respective Controlled Subsidiaries or Non-Controlled Subsidiaries, provided that such sales are for all cash and for fair market value; and (f) transfers of assets for all cash and for fair market value between the Borrowers. Notwithstanding the foregoing, none of such Persons may sell, transfer or dispose or permit the sale, transfer or disposition of any securities, notes or other obligations received by the Parent or any such Restricted Subsidiary from such transferee that are converted by the Parent Material Asset or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, to Person's interest therein without the extent prior written consent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply the Net Proceeds of an Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption)Majority Banks. (b) Pending the final application of any Net Proceeds, the Parent or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

Asset Sales. (a) The Parent shall not, and shall not permit any of its Restricted Subsidiaries toto consummate, consummate directly or indirectly, an Asset Sale Sale, unless: (i) the Parent (or a such Restricted Subsidiary) , as the case may be, receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value (as determined at the time of entering into an agreement contractually agreeing to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standingSale) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii) except in the case of a Permitted Asset Swap, at least 75% of the consideration received in the from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis received by the Parent or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of ; provided that the definition of Net Proceeds), each of the following will be deemed to be cashamount of: (1A) any liabilities, liabilities (as shown reflected on the Parent’s most recent consolidated 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 reflected on the Parent’s consolidated 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 Parent) of the Parent or any Restricted Subsidiary (Subsidiary, other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Guarantee or the Intercompany Loan) that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with the transfer of any transactions relating to such assets pursuant to an agreement that releases Asset Sale) and for which the Parent or and all such Restricted Subsidiary from further liability Subsidiaries have been validly released by all applicable creditors in respect of those liabilities; andwriting, (2B) any securities, notes or other obligations or assets received by the Parent or any such Restricted Subsidiary from such transferee that are converted by the Parent or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents within 90 days, (to the extent of the cash or Cash Equivalents received), in each case, within 180 days following the closing of such Asset Sale; (C) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Parent and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale; (D) consideration consisting of Indebtedness of the Parent or a Restricted Subsidiary (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Parent or any Restricted Subsidiary; and (E) any Designated Non-cash Consideration received by the Parent or such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause ‎(E) that conversion. The Issuer is at that time outstanding, not to exceed the greater of (x) $25.0 million and (y) 1% of Consolidated Total 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, shall be deemed to be cash for purposes of this provision and for no other purpose. (b) Within 450 days after the Parent’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, the Parent or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale: (i) to: (A) reduce revolving Indebtedness outstanding under Credit Facilities (and permanently reduce commitments thereunder) or to permanently reduce other Indebtedness under Credit Facilities to the extent such Indebtedness was incurred under ‎Section 10.07(b)(i), and, other than any such Indebtedness under the ABL Credit Facility (or any Refinancing Indebtedness in respect thereof), to correspondingly reduce any outstanding commitments with respect thereto; (B) permanently repay or reduce Obligations under Senior Secured Indebtedness of the Issuer or a Guarantor, and to correspondingly reduce any outstanding commitments with respect thereto; (C) permanently repay or reduce Obligations under the Notes or any other Senior Indebtedness of the Parent or any Restricted Subsidiary (and, in the case of other Senior Indebtedness, to correspondingly reduce any outstanding commitments with respect thereto, if applicable); provided that if the Parent or any Restricted Subsidiary shall so repay any such Senior Indebtedness other than the Notes, the Parent or such Restricted Subsidiary shall either reduce Obligations under the Notes on a pro rata basis by, at its option, (A) redeeming Notes as described under ‎Section 11.01 or (B) purchasing notes through open market purchases, at a price equal to or higher than 100% of the principal amount thereof, in a manner that complies with this Indenture and applicable securities law or make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes on a ratable basis with such other Senior Indebtedness for no less than 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon up to the principal amount of Notes to be repurchased; or (D) permanently repay or reduce Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Parent or another Restricted Subsidiary; (ii) to make (a) an Investment in any one or more businesses; provided that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Parent or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes or continues to constitute a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other property or assets, in the case of each of (a), (b) and (c), either (i) used or useful in a Similar Business or (ii) that replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided that the Parent and its Restricted Subsidiaries shall be deemed to have complied with this clause ‎(ii) if and to the extent that, within 450 days after the Asset Sale that generated the Net Proceeds, the Parent or such Restricted Subsidiary has entered into and not abandoned or rejected a binding agreement to consummate any such investment described in this clause ‎(ii) with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, the Parent or such Restricted Subsidiary enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination; provided, further, that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds; or (iii) any combination of the foregoing. (c) Any Net Proceeds from any Asset Sale that are not invested or applied in accordance with ‎Section 10.13(b) within the time set forth therein will be deemed to constitute “Excess Proceeds.” Within ten (10) Business Days after the date that the aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuer (or the Parent on the Issuer’s behalf) shall make an offer to all Holders of the Notes, and, if required by the terms of any Indebtedness that is pari passu with the Notes (“Pari Passu Indebtedness”), to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”), to purchase the maximum aggregate principal amount of Notes and such Pari Passu Indebtedness, and with respect to the Notes only in denominations of $2,000 initial principal amount and multiples of $1,000 thereafter, that may be purchased out of the Excess Proceeds at an offer price, in the case of the Notes, in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. In the event that the Parent or a Restricted Subsidiary prepays any Pari Passu Indebtedness that is outstanding under a revolving credit or other committed loan facility pursuant to an Asset Sale Offer, the Parent or such Restricted Subsidiary shall cause the related loan commitment to be reduced in an amount equal to the principal amount so prepaid. The Issuer (or the Parent on the Issuer’s behalf) shall commence an Asset Sale Offer by transmitting electronically or by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Notes and, if applicable, Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds (or, in the case of an Asset Sale Offer being effected in advance of being required to redeem Senior Secured do so by this Indenture, the amount of Net Proceeds the Issuer (or the Parent on the Issuer’s behalf) is offering to apply in such Asset Sale Offer), the Parent may use any remaining Excess Proceeds (or such amount offered) in any manner not prohibited by this Indenture. If the aggregate principal amount of Notes and, if applicable, Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased or repaid on a pro rata basis and in accordance with the procedures of the Depository; provided that no Notes as set forth of $2,000 or less shall be repurchased in Section 3.8 part. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero, and in the case of an Asset Sale Offer being effected in advance of being required to do so by this Indenture, the amount of Net Proceeds the Issuer (Mandatory Redemption)or the Parent on the Issuer’s behalf) is offering to apply in such Asset Sale Offer shall be excluded in subsequent calculations of Excess Proceeds. The Issuer or the Parent may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to all Net Proceeds prior to the expiration of the relevant 450 days (or such longer period provided above) or with respect to any unapplied Excess Proceeds. (bd) Pending the final application of any Net ProceedsProceeds pursuant to this ‎Section 10.13, the Parent or any the applicable Restricted Subsidiary may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit borrowings facility or otherwise invest the such Net Proceeds in any manner that is not prohibited by this Indenture. (e) To the extent that any portion of Net Proceeds payable in respect of the notes is denominated in a currency other than U.S. dollars, the amount thereof payable in respect of the notes shall not exceed the net amount of funds in U.S. dollars that is actually received by the Issuer or the Parent (as applicable) upon converting such portion into U.S. dollars. (f) Notwithstanding any other provisions of this covenant, (i) to the extent that any of or all the Net Proceeds of any Asset Sale by a Foreign Subsidiary (a “Foreign Disposition”) is (x) prohibited or delayed by applicable local law, (y) restricted by applicable organizational documents or any agreement or (z) subject to other onerous organizational or administrative impediments from being repatriated to the United States, the portion of such Net Proceeds so affected will not be required to be applied in compliance with this covenant, and such amounts may be retained by the applicable Foreign Subsidiary so long, but only so long, as the applicable local law documents or agreements will not permit repatriation to the United States (the Parent hereby agreeing to use reasonable efforts (as determined in the Parent’s reasonable business judgment) to otherwise cause the applicable Foreign Subsidiary to within one year following the date on which the respective payment would otherwise have been required, promptly take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if within one year following the date on which the respective payment would otherwise have been required such repatriation of any of such affected Net Proceeds is permitted under the applicable local law, applicable organizational impediment or other impediment, such repatriation will be promptly effected and such repatriated Net Proceeds will be promptly (and in any event not later than five (5) Business Days after such repatriation could be made) applied (net of additional Taxes payable or reserved against as a result thereof) (whether or not such repatriation actually occurs) in compliance with this covenant and (ii) to the extent that the Parent has determined in good faith that repatriation of any of or all the Net Proceeds of any Foreign Disposition would have an adverse Tax consequence (which for the avoidance of doubt, includes, but is not limited to, any prepayment whereby doing so the Parent, any Restricted Subsidiary, or any of their respective affiliates and/or equity owners would incur a tax liability, including a tax dividend, deemed dividend pursuant to Code Section 956 or a withholding tax, the Net Proceeds so affected may be retained by the applicable Foreign Subsidiary. The non-application of any prepayment amounts as a consequence of the foregoing provisions will not, for the avoidance of doubt, constitute a Default or an Event of Default. (g) The Issuer and/or the Parent (as applicable) shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer and/or the Parent (as applicable) shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. (h) The provisions under this Indenture relating to the Issuer’s and the Parent’s obligation to make an offer to repurchase the notes as a result of an Asset Sale may be waived or modified with the written consent of the Holders of a majority in principal amount of the notes. (i) Notices of purchase or redemption shall be delivered electronically or mailed by first-class mail, postage prepaid, at least 30 but not more than 60 days before the purchase or redemption date to the Trustee and each Holder of Notes at such Holder’s registered address or otherwise in accordance with the procedures of the Depository, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture. If any Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed. (j) If any Notes are to be purchased or redeemed in part only, the Issuer shall issue a new Note in principal amount equal to the unredeemed portion of the original Note in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption, unless such redemption is conditioned on the happening of a future event. On and after the Redemption Date, unless the Issuer defaults in payment of the Redemption Price, interest shall cease to accrue on Notes or portions thereof called for redemption, unless such redemption is conditioned on the happening of a future event.

Asset Sales. (a) The Parent Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i) the Parent Company (or a such Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; (ii) in the case of Asset Sales involving consideration in excess of $10.0 million, the fair market value is determined in good faith by the Company’s Board of Directors; and (iiiii) except for any Permitted Asset Swap, at least 75% of the consideration received in the Asset Sale by the Parent Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision clause (but not for purposes iii) above, the amount of the definition of Net Proceeds), each of the following will be deemed to be cash: (1) any liabilities, liabilities (as shown on the ParentCompany’s or the applicable Restricted Subsidiary’s most recent consolidated balance sheet, sheet or in the notes thereto) of the Parent Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Guarantee Notes or the Intercompany Loanrelated Guarantees) that are assumed in connection with by the transfer transferee of any such assets pursuant to an agreement that releases and from which the Parent or such Company and all Restricted Subsidiary from further liability Subsidiaries have been validly released by all creditors in respect of those liabilities; and writing, (2) any securities, notes or other obligations securities received by the Parent Company or any such Restricted Subsidiary from such transferee that are converted by the Parent Company or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, (to the extent of the cash received) within 180 days following the closing of such Asset Sale and (3) any Designated Noncash Consideration received by the Company or Cash Equivalents any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value (as determined in good faith by the Board of Directors of the Company), taken together with all other Designated Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of (x) $75.0 million and (y) 2.5% of Consolidated Total Assets of the Company as of the end of the Company’s most recently ended fiscal quarter prior to the date on which such Designated Noncash Consideration is received (with the fair market value of each item of Designated Noncash Consideration being measured at the time received without giving effect to subsequent changes in that conversion. The Issuer value), shall apply be deemed to be cash for purposes of this paragraph and for no other purpose. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or, if applicable, the Restricted Subsidiary) may apply those Net Proceeds at its option: (i) to permanently reduce Obligations under Senior Debt of the Company or any Guarantor Senior Debt (and to correspondingly reduce commitments with respect thereto) or Indebtedness of the Company that ranks pari passu with the Notes or Indebtedness of a Guarantor that ranks pari passu with such Guarantor’s Guarantee of the Notes provided, that if the Company shall so reduce Obligations under Indebtedness that ranks pari passu with the Notes or a related Gurantee, it will equally and ratably reduce Obligations under the Notes by making an offer (in accordance with the procedures set forth below for an Asset Sale to redeem Senior Secured Notes and Notes Offer (as set forth defined in Section 3.8 4.10(d) below)) to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, on the pro rata principal amount of the Notes or Indebtedness of a Restricted Subsidiary that is not a Guarantor; (Mandatory Redemptionii) in the case of a Designated Asset Sale, as provided for in the definition of Designated Asset Sales; or (iii) to (A) make an investment in any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Company or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that such business constitutes a Restricted Subsidiary, (B) make capital expenditures or (C) make an investment in other assets, in each of (A), (B) and (C), used or useful in a Permitted Business; and/or (iv) to make an investment in (A) any one or more businesses; provided, that such investment in any business is in the form of the acquisition of Capital Stock and it results in the Company or a Restricted Subsidiary owning an amount of the Capital Stock of such business such that such business constitutes a Restricted Subsidiary, (B) properties or (C) assets that, in each of (A), (B) and (C), replace the businesses, properties and assets that are the subject of such Asset Sale. (c) Any Net Proceeds from an Asset Sale not applied or invested in accordance with Section 4.10(b) within 365 days from the date of the receipt of such Net Proceeds shall constitute “Excess Proceeds,” provided, that if during such 365-day period the Company or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Proceeds in accordance with the requirements of Section 4.10(b)(i), (ii), (iii) or (iv) after such 365th day, such 365-day period will be extended with respect to the amount of Net Proceeds so committed for a period not to exceed 180 days until such Net Proceeds are required to be applied in accordance with such agreement (or, if earlier, until termination of such agreement). (bd) When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company, or the applicable Restricted Subsidiary, will make an offer (an “Asset Sale Offer”) to all Holders and Indebtedness that ranks pari passu with such Notes and contains provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets to purchase, on a pro rata basis, the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. (e) Pending the final application of any Net Proceeds, the Parent Company, or any the applicable Restricted Subsidiary (including the Company), may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. (f) If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company, or the applicable Restricted Subsidiary (including the Company), may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (g) The Company, or the applicable Restricted Subsidiary, shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company, or the applicable Restricted Subsidiary, will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 4.10 of this Indenture by virtue of such conflict.

Asset Sales. (a) The Parent shall Company will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Parent Company (or a the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; (2) the fair market value is determined by the Company's Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (ii3) at least 75% of the consideration received in the Asset Sale by the Parent Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following (and any combination thereof) will be deemed to be cash: (1A) any liabilities, as shown on the Parent’s Company's most recent consolidated balance sheet, of the Parent Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Notes or any Note Guarantee or the Intercompany Loanof such Restricted Subsidiary) that are either (i) expressly assumed in connection with by the transfer transferee of any such assets pursuant to an a customary novation agreement that releases the Parent Company or such Restricted Subsidiary from further liability or (ii) otherwise released from further liability by operation of law, as confirmed in respect the case of those liabilitiessubclause (ii), at the time such release is effected, by the Company delivering to the Trustee an opinion of counsel acceptable to the Trustee; and (2B) any securities, notes or other obligations received by the Parent Company or any such Restricted Subsidiary from such transferee that are converted by the Parent Company or such 50 Restricted Subsidiary into cash or Cash Equivalents within 90 daysdays following the closing of such Asset Sale, to the extent of the cash or Cash Equivalents received in that conversion; and (C) any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in any Asset Sale having a fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (C) that is at the time outstanding, not to exceed 5% of Total Assets at the time of the receipt of such Designated Noncash Consideration. The Issuer shall Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply those Net Proceeds at its option: (1) to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly permanently reduce commitments with respect thereto; (2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business; (3) to make a capital expenditure; (4) to acquire other long-term assets that are used or useful in a Permitted Business; (5) to redeem the Notes with the Net Proceeds of an such Asset Sale pursuant to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption).3.09 hereof; or (b6) any combination of the foregoing. Pending the final application of any Net Proceeds, the Parent or any Restricted Subsidiary Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraphs of this Section 4.10 will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Company will comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 3.09 or this Section 4.10 of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 or this Section 4.10 of this Indenture by virtue of such conflict.

Asset Sales. (a) The Parent shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Parent (or a any of its Restricted SubsidiarySubsidiaries, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at measured as of the time date of entering into an the definitive agreement with respect to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standingSale) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii2) at least 75% of the consideration received in the Asset Sale by the Parent or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following will be deemed to be cash: (1A) any liabilities, as shown on the Parent’s most recent consolidated balance sheet, sheet or in the notes thereto of the Parent or any such Restricted Subsidiary (other than contingent liabilities, unsecured liabilities of the Company or any Guarantor and liabilities that are by their terms subordinated to the Notes, Notes or any Guarantee or the Intercompany LoanNote Guarantee) (A) that are assumed in connection with or discharged by the transfer transferee of any such assets pursuant to an agreement that releases the Parent or such Restricted Subsidiary from or indemnifies against further liability or (B) in respect of those liabilities; andwhich neither the Parent nor any Restricted Subsidiary following such Asset Sale has any obligation; (2B) the Fair Market Value of any Additional Assets; (C) any securities, notes or other obligations received by the Parent or any such Restricted Subsidiary from such transferee that are are, within 180 days, converted by the Parent or such Restricted Subsidiary into cash or Cash Equivalents within 90 daysEquivalents, to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply ; and (D) any stock or assets of the Net Proceeds of an Asset Sale kind referred to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption)4.10(b)(5) hereof. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Parent or its Restricted Subsidiaries, or a combination thereof, may apply an amount equal to such Net Proceeds: (1) to repay Priority Lien Debt and, if such Priority Lien Debt is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (2) to repay or repurchase any Indebtedness secured by a Permitted Lien (unless, if the Asset Sale relates to a sale of the Collateral, such Lien is junior to the Liens securing the Notes); (3) if the Asset Sale relates to Non-Recourse Assets, to repay or repurchase any Non-Recourse Debt of the SPE Subsidiary (or its SPE Parent Subsidiary) that held such Non-Recourse Assets; (4) to repay or repurchase Indebtedness and other Obligations arising under or pursuant to the Notes (including by means of an Asset Sale Offer) or, at the option of the Company, Parity Lien Debt; provided that if Parent or any such Restricted Subsidiary shall so repay or repurchase any such other Parity Lien Debt pursuant to this clause (4), Parent or the Company will reduce the amount of Obligations under the Notes on a pro rata basis (based on the amount so applied to such repayments or repurchases) by, at their option, (A) redeeming Notes as described in Section 3.07 hereof (B) making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at a price not less than 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon up to the principal amount of Notes to be repurchased (which offer shall satisfy in full the requirement to reduce the amount of Obligations under the Notes on a pro rata basis pursuant to this clause (4)) or (C) purchasing notes through privately negotiated transactions or open market purchases, in a manner that complies with this Indenture and applicable securities law, at a price not less than 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, thereon; (5) to acquire Additional Assets; (6) to make one or more capital expenditures; or (7) to do any combination of the foregoing, provided that the Parent and its Restricted Subsidiaries will be deemed to have complied with the provisions of this Indenture described in this sentence to the extent that any Net Proceeds are applied to make Mineral Business Capital Expenditures permitted to be made pursuant to the last paragraph of the definition of “Permitted Investments” within the time period set forth above (subject to the extension as provided below) or applied to make a Restricted Payment pursuant to Section 4.07(c)(13) hereof; and provided further that the Parent and its Restricted Subsidiaries will be deemed to have complied with the provisions of this Indenture described in this sentence if and to the extent that, within 365 days after the Asset Sale that generated the Net Proceeds, the Parent or its Restricted Subsidiaries has entered into and not abandoned or rejected one or more binding agreements to acquire assets or make one or more capital expenditures (or a combination thereof), as applicable, as described in any of clauses (5) or (6) of this paragraph, and that purchase or capital expenditure is thereafter completed within 180 days after the end of such 365-day period. Pending the final application of any such Net Proceeds, the Parent or any and its Restricted Subsidiary Subsidiaries may temporarily reduce revolving credit borrowings or otherwise invest the an amount equal to such Net Proceeds in any manner that is not prohibited by this Indenture. (c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, within 10 business days thereof, the Company will make an offer (an “Asset Sale Offer”) to all Holders and, if required by the terms of any other Parity Lien Debt, all such Holders of other Parity Lien Debt, to purchase, prepay or redeem the maximum principal amount of Notes and such other Parity Lien Debt (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to, but not including, the date of purchase, prepayment or redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date that is on or prior to the applicable date of purchase, prepayment or redemption, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Parent and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other Parity Lien Debt tendered in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Parent will select the Notes and such other Parity Lien Debt to be purchased on a pro rata basis based on the amounts tendered or required to be prepaid or redeemed (with the Notes tendered in such offer to be paid on a pro rata basis or, in the case of Notes issued in global form as discussed under Section 3.02 hereof, based on a method that most nearly approximates a pro rata selection as the Trustee deems fair and appropriate and with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (d) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer or an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this Section 4.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliance.

Asset Sales. (a) The Parent shall Borrower will not, and shall will not permit any of its the Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Parent (Borrower or a the applicable Restricted Subsidiary) , as the case may be, receives consideration at the time of the Asset Sale at least equal to the Fair Market Value fair market value (such fair market value to be determined at on the time date of entering into an agreement contractually agreeing to effect such Asset Sale with Sale), as determined in good faith by the Fair Market Value Board of consideration other than Directors (including as to the value of all non-cash and Cash Equivalents determined by an independent investment banking firm of international standing) consideration), of the assets or Equity Interests issued or sold or otherwise disposed ofsubject to such Asset Sale; and (ii2) at least 75% of the consideration received in by the Borrower or the applicable Restricted Subsidiary, as the case may be, from such Asset Sale by the Parent or such Restricted Subsidiary is shall be in the form of cash cash, Cash Equivalents or Cash Equivalents. For Additional Assets, or any combination of the foregoing; and for purposes of this provision Section 9.05, the term cash shall include the following: without duplication, (but not for purposes i) the amount of the definition of Net Proceeds), each of the following will be deemed to be cash: any liabilities (1) any liabilities, as shown on the ParentBorrower’s or such Restricted Subsidiary’s most recent consolidated balance sheet, ) of the Parent Borrower or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Loans or any Guarantee or the Intercompany LoanSubsidiary Guaranty of a Subsidiary Guarantor) and Indebtedness in each case that are assumed in connection with by the transfer transferee of any such assets pursuant to an agreement that releases the Parent or such Restricted Subsidiary from further liability in respect of those liabilitiesassets; and (2ii) any securities, notes or other obligations received by the Parent Borrower or any such Restricted Subsidiary from such transferee that the Asset Sale which are promptly converted (including by way of sale or exchange) within 30 days of receipt) by the Parent Borrower or such Restricted Subsidiary into cash; and (iii) any Designated Non-cash Consideration received by the Borrower or Cash Equivalents within 90 daysany Restricted Subsidiary 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), not to exceed (x) prior to the extent Conversion Date, $25.0 million and (y) thereafter $50.0 million, with the fair market value of each item of Designated Non-cash Consideration being measured at the cash or Cash Equivalents time received and without giving effect to subsequent changes in that conversion. The Issuer shall apply the Net Proceeds of an Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption)value. (b) Pending The Borrower will not, and will not permit any Restricted Subsidiary to, engage in any Asset Swaps, unless: (1) at the final application time of any Net Proceedsentering into such Asset Swap and immediately after giving effect to such Asset Swap, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; (2) in the Parent event such Asset Swap involves the transfer by the Borrower or any Restricted Subsidiary of assets having an aggregate fair market value, as determined by the Board of Directors of the Borrower in good faith for any such transaction, in excess of $20.0 million, the terms of such Asset Swap have been approved by a majority of the members of the Board of Directors of the Borrower; and (3) in the event such Asset Swap involves the transfer by the Borrower or any Restricted Subsidiary of assets having an aggregate fair market value, as determined by the Board of Directors of the Borrower in good faith for any such transaction, in excess of $50.0 million, the Borrower has received a written opinion from an Independent Financial Advisor that such Asset Swap is fair to the Borrower or such Restricted Subsidiary, as the case may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenturebe, from a financial point of view.

Asset Sales. (a) The Parent Issuer shall not, and shall not permit any of its the Restricted Subsidiaries to, consummate cause or make an Asset Sale unless: Sale, unless (ix) the Parent (Issuer or a any Restricted Subsidiary) , as the case may be, receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value (as determined in good faith by the Issuer at the time of entering into an agreement contractually agreeing to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standingSale) of the assets or Equity Interests issued or sold or otherwise disposed of; and , and (iiy) at least 75% of the consideration therefor, together with all other Asset Sales since the Issue Date received in the Asset Sale by the Parent Issuer or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net Proceeds), each of the The following will shall be deemed to be cashCash Equivalents for purposes of this Section 4.06: (1i) any liabilities, liabilities (as shown on the ParentIssuer’s or a Restricted Subsidiary’s most recent consolidated balance sheet, sheet or in the notes thereto) of the Parent Issuer or any a Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Notes or any Guarantee or the Intercompany LoanGuarantee) that are assumed by the transferee of any such assets or that are otherwise cancelled or terminated in connection with the transfer of any transaction with such assets pursuant to an agreement that releases the Parent or such Restricted Subsidiary from further liability in respect of those liabilities; andtransferee, (2ii) any securities, notes or other obligations or other securities or assets received by the Parent Issuer or any such Restricted Subsidiary from such transferee that are converted by the Parent Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, 180 days of the receipt thereof (to the extent of the cash received), (iii) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Issuer and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale, (iv) any Indebtedness (other than liabilities that are by their terms subordinated to the Note Obligations), contingent or Cash Equivalents received otherwise, of the Issuer (as shown on the Issuer’s most recent consolidated balance sheet or in the notes thereto or, if incurred or accrued subsequent to the date of such balance sheet, such liabilities that conversion. The Issuer shall apply would have been reflected on the Net Proceeds Issuer’s or such Restricted Subsidiary’s balance sheet or in the notes thereto if such incurrence or accrual had taken place on or prior to the date of an such balance sheet in the good faith determination of the Issuer) that are extinguished in connection with the transactions relating to such Asset Sale or are assumed by the transferee of any such assets pursuant to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption).a customary novation or indemnity agreement that releases the Issuer from or indemnifies against further liability, and (bv) Pending any Designated Non-cash Consideration received by the final application of any Net Proceeds, the Parent Issuer or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Net Proceeds in any manner Issuer), taken together with all other Designated Non-cash Consideration received pursuant to this Section 4.06(a)(v) that is at that time outstanding, not prohibited by this Indentureto exceed the greater of (x) $100.0 million and (y) 8.0% of Total Assets (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).

Asset Sales. (a) The Parent shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Parent The Issuer (or a the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) fair market value of the assets sold or otherwise disposed of or Equity Interests issued or sold or otherwise disposed ofsold; (2) the fair market value is determined by the Issuer’s Board of Directors and, in the case of Asset Sales in excess of $5.0 million, evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate delivered to the Trustee; and (ii3) at least 75% of the consideration received in the Asset Sale by the Parent Issuer or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following will be deemed to be cash: (1a) any liabilities, as shown on the ParentIssuer’s most recent consolidated balance sheet, of the Parent Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Notes or any Guarantee or the Intercompany LoanSubsidiary Guarantee) that are assumed in connection with by the transfer transferee of any such assets pursuant to an agreement that who releases the Parent Issuer or such Restricted Subsidiary from further liability in respect liability, provided that the amount of those liabilities; andsuch liabilities shall not be deemed to be “cash” for purposes of the term “Net Proceeds”; (2b) any securities, notes or other obligations received by the Parent Issuer or any such Restricted Subsidiary from such transferee that are within 90 days of their receipt, converted by the Parent Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 90 daysEquivalents, to the extent of the cash or Cash Equivalents received in that conversion; and (c) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent the Issuer and each other Restricted Subsidiary are released from any guarantee of payment of the principal amount of such Indebtedness in connection with such Asset Sale; provided, however, that the amount of the Indebtedness shall not be deemed to be cash for the purpose of the term “Net Proceeds”. The Issuer shall apply Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer or a Restricted Subsidiary may apply those Net Proceeds at its option: (1) to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to reduce commitments with respect thereto; (2) to repay pari passu Indebtedness with provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets; provided that the Issuer will redeem a ratable principal amount of the Notes if the Notes are then redeemable or, if the Notes may not then be redeemed, the Issuer will make an offer (in accordance with the procedures set forth in Paragraph 9(B) for an Asset Sale Offer) to redeem Senior Secured all Holders to purchase Notes in an aggregate principal amount that would otherwise be required to be redeemed, at a price equal to 100% of the principal amount of such Notes plus accrued and Notes as set forth in Section 3.8 (Mandatory Redemption).unpaid interest to the date of purchase; (b3) to acquire assets that are used or useful in a Permitted Business or to make capital expenditures; or (4) to acquire all or substantially all of the assets of, or all of the Voting Stock of, another Permitted Business. Pending the final application of any Net Proceeds, the Parent or any Restricted Subsidiary Issuer may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in cash or Cash Equivalents or in any other manner that is not prohibited by this the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuer will make an Asset Sale Offer to all Holders of Notes to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes in compliance with Paragraph 9(B).

Asset Sales. (a) The Parent shall Issuers will not, and shall will not permit any of its Express’ Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Parent Express (or a the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at measured as of the time date of entering into an the definitive agreement with respect to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standingSale) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii2) except in the case of a Permitted Asset Swap, at least 75% of the consideration received in the Asset Sale by the Parent Express or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following will be deemed to be cash: (1A) any liabilities, as shown on the Parent’s most recent consolidated balance sheetsheet or notes thereto, of the Parent Express or any Restricted Subsidiary of Express (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Notes or any Guarantee or the Intercompany LoanNote Guarantee) that are assumed in connection with by the transfer transferee of any such assets pursuant to an a customary novation or indemnity agreement that releases the Parent Express or such Restricted Subsidiary from or indemnifies against further liability in respect of those liabilities; andliability; (2B) any securities, notes or other obligations received by the Parent Express or any such Restricted Subsidiary of Express from such transferee that are are, within 180 days, converted by the Parent Express or such Restricted Subsidiary into cash or Cash Equivalents within 90 dayscash, to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply ; (C) any Designated Non-cash Consideration received by the Net Proceeds Issuers or any of an Express’ Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to redeem Senior Secured Notes this clause (C) that is at that time outstanding, not to exceed the greater of (x) $25.0 million and Notes as set forth (y) 3.0% of Total 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); and (D) any stock or assets of the kind referred to in clauses (3) or (5) of Section 3.8 (Mandatory Redemption)4.10(b) hereof. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, Express (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds: (1) to repay Indebtedness and other Obligations under a Credit Facility of Express, Express Topco LLC or any Guarantor that are secured by a Lien and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (2) to repay other Indebtedness of the Issuers or any Subsidiary Guarantor (other than any Disqualified Stock or any Indebtedness that is contractually subordinated to the Notes), other than Indebtedness owed to the Issuers or a Restricted Subsidiary of Express; provided that the Issuers shall equally and ratably redeem or repurchase the Notes pursuant to Section 3.07 hereof, through open market purchases at or above 100% of the principal amount thereof or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase the Notes at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, on the Notes that would otherwise be prepaid; (3) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of Express; (4) to make a capital expenditure; or (5) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business. The Issuers will be deemed to have complied with the provisions set forth in clauses (3), (4) and (5) of this Section 4.10(b) if, (i) within 365 days after the Asset Sale that generated the Net Proceeds, Express (or the applicable Restricted Subsidiary) has entered into and not abandoned or rejected a binding agreement to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business or to make a capital expenditure or acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business and that acquisition or capital expenditure is thereafter completed within 180 days after the end of such 365 day period or (ii) in the event such binding agreement described in the preceding clause (i) is canceled or terminated for any reason before such Net Proceeds are applied, Express (or the applicable Restricted Subsidiary) enters into another such binding commitment within 180 days of such cancellation or termination of the prior binding commitment. Pending the final application of any Net Proceeds, Express (or the Parent or any applicable Restricted Subsidiary Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. (c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) hereof will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, within 30 days thereof, the Issuers will make an Asset Sale Offer to all Holders of Notes and all holders of other senior unsecured Indebtedness of Express containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with Section 3.09 hereof to purchase, prepay or redeem the maximum principal amount (or accreted value, if applicable) of Notes and such other senior unsecured Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on a relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuers may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other senior unsecured Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other senior unsecured Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (d) The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this Section 4.10, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliance.

Asset Sales. (a) The Parent Borrowers shall not, and shall not permit any of its the Restricted Subsidiaries to, consummate an Asset Sale Sale, unless: (i1) the Parent (Borrower or a such Restricted Subsidiary) , as the case may be, receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value fair market value (as determined at in good faith by the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standingParent Borrower) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received in the Asset Sale by the Parent Borrower or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of ; provided that the definition of Net Proceeds), each of the following will be deemed to be cashamount of: (1a) any liabilities, liabilities (as shown on the ParentParent Borrower’s or such Restricted Subsidiary’s most recent consolidated balance sheet, sheet or in the footnotes thereto) of the Parent Borrower or any such Restricted Subsidiary (Subsidiary, other than contingent liabilities and liabilities that are by their terms subordinated to the NotesObligations (or Guarantees) or that are owed to the Parent Borrower or a Restricted Subsidiary, any Guarantee or the Intercompany Loan) that are assumed in connection with by the transfer transferee of any such assets pursuant to an agreement that releases and for which the Parent or Borrower and all of its Restricted Subsidiaries have been irrevocably released from such Restricted Subsidiary from further liability in respect of those liabilities; and, (2b) any securities, notes or other obligations or assets received by the Parent Borrower or any such Restricted Subsidiary from such transferee that are converted by the Parent Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, (to the extent of the cash received) within 180 days following the closing of such Asset Sale, subject to ordinary settlement periods, and (c) any Designated Non-cash Consideration received by the Parent Borrower or Cash Equivalents such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) $150,000,000 and (y) 2.0% of Total Assets as of the end of the Parent Borrower’s most recently ended fiscal quarter prior to the date 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 shall be deemed to be cash for purposes of this provision and for no other purpose. (b) Within 18 months after the receipt of any Net Proceeds of any Asset Sale: (1) by the Parent Borrower or any Restricted Subsidiary, then the Parent Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale to permanently reduce Obligations under Pari Passu Indebtedness of the Borrowers or the Guarantors that conversion. The Issuer is secured by a Lien, which Lien is permitted by this Agreement, and to correspondingly reduce commitments with respect thereto; (2) by the Parent Borrower or any Restricted Subsidiary, then the Parent Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale to permanently reduce Obligations under (i) the Series B Senior Notes (to the extent such purchases are at or above 100.0% of the principal amount thereof) or (ii) any other Pari Passu Indebtedness of a Borrower or a Guarantor (and to correspondingly reduce commitments with respect thereto); provided, however, that the Parent Borrower shall equally and ratably reduce (or offer to reduce) Obligations under the Series B Senior Notes as provided in Section 5 of each of the Series B Senior Notes and Sections 3.02 and 3.07 of the Series B Senior Indenture, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth in Section 3.09 and Section 4.10(c) of the Series B Senior Indenture) to all holders of Series B Senior Notes to purchase a pro rata amount of Series B Senior Notes at 100.0% of the principal amount thereof, plus accrued but unpaid interest; (3) [Reserved]; (4) [Reserved]; (5) by any Restricted Subsidiary that is not a Borrower or a Guarantor, then such Restricted Subsidiary that is not a Borrower or a Guarantor, at its option, may apply the Net Proceeds of an such Asset Sale to redeem Senior Secured Notes permanently reduce Obligations under Indebtedness of Restricted Subsidiaries that are not Borrowers or Guarantors, and Notes to correspondingly reduce commitments with respect thereto; or (6) by the Parent Borrower or any Restricted Subsidiary, then the Parent Borrower or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale to (a) make an Investment in any one or more businesses; provided, however, that such Investment in any business is in the form of the acquisition of Capital Stock and results in the Parent Borrower or Restricted Subsidiary, as set forth in Section 3.8 (Mandatory Redemption). the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) acquire properties, (c) make capital expenditures or (d) acquire other assets that, in the case of each of clauses (a), (b), and (d) either (x) are used or useful in a Similar Business or (y) replace the businesses, properties or assets that are the subject of such Asset Sale; provided, however, that, in the case of clause (6) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Parent Borrower or such other Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds shall be applied to satisfy such commitment within the later of 18 months after receipt of such Net Proceeds and 180 days following such commitment; provided, further, however, that if such commitment is cancelled or terminated after the later of such 18 month or 180 day period for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute “Excess Proceeds” (as defined in the Series B Indenture (as in effect on the Closing Date)). Notwithstanding any other provisions of this Section 7.04(b), to the extent that the Parent Borrower has determined in good faith that repatriation of any Net Proceeds of any Asset Sale attributable to a Foreign Subsidiary could reasonably be expected to have adverse tax cost consequences for the Borrowers, an amount equal to such Net Proceeds that would be so affected will not be required to be applied or invested as specified in this Section 7.04(b). Pending the final application of any Net ProceedsProceeds pursuant to this Section 7.04, the Parent or any Restricted Subsidiary holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit borrowings facility, including under any Credit Facilities, or otherwise invest the or apply such Net Proceeds in any manner that is not prohibited by this IndentureAgreement. (c) Notwithstanding anything to the contrary contained herein, the Borrowers shall not, and shall not permit any of their Restricted Subsidiaries to, consummate any sale, conveyance, transfer or other disposition with respect to any Collateral, other than the sale, discount, or transfer of delinquent accounts receivable in the ordinary course of business for purposes of collection.

Asset Sales. (a) The Parent shall TLLP will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Parent TLLP (or a the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (such Fair Market Value to be determined at on the time date of entering into an agreement contractually agreeing to effect such Asset Sale with and which shall give effect to the Fair Market Value assumption by another Person of consideration other than cash and Cash Equivalents determined by an independent investment banking firm any liabilities as provided for in clause (A) of international standingthe following paragraph) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii2) at least 75% of the consideration received in the Asset Sale by the Parent TLLP or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of the preceding clause (2) of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following will shall be deemed to be cash: (1A) any liabilities, as shown on the ParentTLLP’s most recent consolidated balance sheet, of the Parent TLLP or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Notes or any Guarantee or the Intercompany LoanNote Guarantees) that are assumed in connection with by the transfer transferee of any such assets pursuant to an a customary novation agreement that releases the Parent TLLP or such Restricted Subsidiary from further liability in respect of those liabilities; andliability; (2B) any securities, notes or other obligations received by the Parent TLLP or any such Restricted Subsidiary from in connection with such transferee transaction that within 90 days after the Asset Sale (subject to ordinary settlement periods) are converted by the Parent TLLP or such Restricted Subsidiary into cash or Cash Equivalents within 90 daysEquivalents, to the extent of the cash or Cash Equivalents received in that conversion; (C) any stock or assets of the kind referred to in clauses (2) or (4) of the next succeeding paragraph received by TLLP or any such Restricted Subsidiary in connection with such transaction; and (D) accounts receivable of a business retained by TLLP or any of its Restricted Subsidiaries, as the case may be, following the sale of such business, provided such accounts receivable (x) are not past due more than 60 days and (y) do not have a payment date greater than 90 days from the date of the invoices creating such accounts receivable; provided that any Asset Sale pursuant to a condemnation, appropriation or other similar taking, including by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Lien incurred not in violation of Section 4.12 or exercise by the related lienholder of rights with respect thereto, including by deed or assignment in lieu of foreclosure, shall not be required to satisfy the conditions set forth in clauses (1) and (2) of this paragraph. The Issuer Within 365 days after the receipt of any Net Proceeds from an Asset Sale, TLLP (or any Restricted Subsidiary) may apply such Net Proceeds at its option to any combination of the following: (1) to prepay, repay, redeem or repurchase Senior Indebtedness of TLLP and/or its Restricted Subsidiaries; 001214-0006-16616731.1 (2) to acquire a controlling interest in another business or all or substantially all of the assets of, or any Capital Stock or operating line of, another business, in each case engaged in a Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of TLLP; (3) to make capital expenditures; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; provided that, in the case of clauses (2), (3) and (4) above, a binding commitment shall apply be treated as a permitted application of the Net Proceeds from the date of such commitment so long as TLLP (or the applicable Restricted Subsidiary, as the case may be) enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”); and such Net Proceeds are actually applied in such manner within the later of 365 days from the consummation of the Asset Sale to redeem Senior Secured Notes and Notes 180 days from the date of the Acceptable Commitment, and in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, TLLP (or the applicable Restricted Subsidiary, as set forth the case may be) enters into another Acceptable Commitment (a “Second Commitment”) within 180 days of such cancellation or termination and such Net Proceeds are actually applied in Section 3.8 (Mandatory Redemption). (b) such manner within 180 days from the date of the Second Commitment, it being understood that if a Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied then such Net Proceeds shall constitute Excess Proceeds. Pending the final application of any Net Proceeds, TLLP or the Parent or any applicable Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second paragraph of this Section 4.10 will constitute “Excess Proceeds.” Within five days after the date on which the aggregate amount of Excess Proceeds exceeds $50.0 million (or, at the Issuers’ option, any earlier date), the Issuers will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount (or accreted value) thereof plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, TLLP or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. TLLP will comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this Section 4.10, TLLP will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliance.

Asset Sales. (a) The Parent Ventas, Inc. shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Parent Ventas, Inc. (or a the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed of; (2) the Fair Market Value is set forth in an Officers’ Certificate delivered to the Trustee; provided, however, that this clause (2) will not apply to sales of assets pursuant to contracts in effect on the date of the First Supplemental Indenture; and (ii3) at least 75% of the consideration received in the Asset Sale by the Parent Ventas, Inc. or such Restricted Subsidiary is in the form of cash or cash, Cash EquivalentsEquivalents and/or Replacement Assets. For purposes of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following will be deemed to be cash: (1A) any liabilities, as shown on the ParentVentas, Inc.’s or such Restricted Subsidiaries’ most recent consolidated balance sheet, of the Parent Ventas, Inc. or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Notes or any Guarantee or the Intercompany Loanrelated Securities Guarantee) that are assumed in connection with by the transfer transferee of any such assets pursuant but, except in the case of an Asset Sale to an agreement that releases the Parent or such a Restricted Subsidiary from further liability of Ventas, Inc., only to the extent of the reduction in respect the amount of those liabilities; andsuch liabilities on Ventas, Inc.’s consolidated balance sheet; (2B) any securities, notes or other obligations received by the Parent Ventas, Inc. or any such Restricted Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Parent Ventas, Inc. or such Restricted Subsidiary into cash or Cash Equivalents within 90 dayscash, to the extent of the cash or Cash Equivalents received in that conversion; (C) the cash amount drawable by Ventas, Inc. under any irrevocable letter of credit provided to Ventas, Inc. as consideration for such Asset Sale (provided that such amount is drawn before the expiration of such irrevocable letter of credit); and (D) any other consideration received in Asset Sales since the date of the First Supplemental Indenture that is designated by Ventas, Inc. as “Designated Cash Consideration”; provided, however, that the aggregate Fair Market Value of all Designated Cash Consideration does not exceed 10% of Consolidated Net Tangible Assets. The Issuer shall apply Within 365 days after the receipt of any Net Proceeds of from an Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption).or Qualified CMBS Transaction, Ventas, Inc. may apply those Net Proceeds: (b1) to repay Debt and other Obligations under a Credit Facility; (2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business; (3) to make a capital expenditure; (4) to acquire or enter into a legally binding obligation to acquire Replacement Assets; or (5) to acquire other long-term assets that are used or useful in a Permitted Business. Pending the final application of any Net Proceeds, the Parent or any Restricted Subsidiary Ventas, Inc. may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales or Qualified CMBS Transactions that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $35.0 million, the Issuers will make an Asset Sale Offer or Qualified CMBS Transaction Offer, as applicable, pursuant to Section 3.11 of the Indenture to all Holders of Notes and all holders of other Debt that is pari passu with the Notes containing provisions similar to those set forth in this Section 4.13 with respect to offers to purchase or redeem with the proceeds of sales of assets or in connection with securitizations to purchase the maximum principal amount of Notes and such other pari passu Debt that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer or Qualified CMBS Transaction Offer will be equal to 100% of the principal amount of any Notes purchased plus accrued and unpaid interest thereon to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer or a Qualified CMBS Transaction Offer, the Issuers may use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Debt tendered pursuant to such Asset Sale Offer or Qualified CMBS Transaction Offer, as applicable, exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other pari passu Debt to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer and Qualified CMBS Transaction Offer, the amount of Excess Proceeds will be reset at zero. The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer or Qualified CMBS Transaction Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale or Qualified CMBS Transaction provisions of the Indenture, the Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Asset Sale or Qualified CMBS Transaction provisions of the Indenture by virtue of such conflict.

Asset Sales. (a) The Parent shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (ia) the Parent Issuer (or a Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at measured within 15 days of the time of entering into an definitive agreement with respect to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standingSale) of the assets or Equity Interests issued or sold or otherwise disposed of; and (iib) at least 75% of the aggregate consideration received in the Asset Sale by the Parent Issuer or such a Restricted Subsidiary and all other Asset Sales since the Issue Date is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following will be deemed to be cash: (1) any liabilities, as shown on the ParentIssuer’s most recent consolidated balance sheet, of the Parent Issuer or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, Notes or any Guarantee or the Intercompany LoanGuarantee) that are assumed in connection with by the transfer transferee of any such assets pursuant to an a novation or indemnity agreement that releases the Parent Issuer or such Restricted Subsidiary from or indemnifies against further liability (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Issuer or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of those such assumed liabilities; and); (2) with respect to any Asset Sale of oil and gas properties by the Issuer or any of its Restricted Subsidiaries where the Issuer or such Restricted Subsidiary retains an interest in such property, the costs and expenses of the Issuer or such Restricted Subsidiary related to the exploration, development, completion or production of such properties and activities related thereto that the transferee (or an Affiliate thereof) agrees to pay; (3) any securities, notes Notes or other obligations received by the Parent Issuer or any such Restricted Subsidiary from such transferee that are are, within 180 days of the Asset Sale, converted by the Parent Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 90 dayscash, to the extent of the cash or Cash Equivalents received in that conversion. The ; (4) Additional Assets; and (5) any Designated Non-cash Consideration received by the Issuer shall apply the Net Proceeds of an or such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to redeem Senior Secured Notes this clause (5), not to exceed an amount equal to 5.0% of the Issuer’s Adjusted Consolidated Net Tangible Assets (determined at the time of 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 Notes as set forth without giving effect to subsequent changes in Section 3.8 (Mandatory Redemption)value. (bc) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer (or any Restricted Subsidiary) may apply such Net Proceeds at its option to any combination of the following: (1) to repay, redeem or repurchase any Senior Debt; (2) to invest in or acquire Additional Assets; or (3) to make capital expenditures in respect of the Issuer’s or any Restricted Subsidiaries’ Oil and Gas Business. (d) The requirement of clause (2) or (3) of Section 4.10(c) shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by the Issuer (or any Restricted Subsidiary) with a Person other than a Restricted Subsidiary within the time period specified in Section 4.10(c) and such Net Proceeds are subsequently applied in accordance with such contract within six months following the later of (x) the date such agreement is entered into and (y) the time period specified in the preceding paragraph. (e) Pending the final application of any Net Proceeds, the Parent Issuer (or any Restricted Subsidiary Subsidiary) may temporarily reduce revolving credit borrowings Indebtedness under any Credit Facility or otherwise expend or invest the Net Proceeds in any manner that is not prohibited by this Indenture. (f) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(c) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million, within five days thereof, the Issuer will make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets to purchase, prepay or redeem, on a pro rata basis (based on principal amounts of Notes and pari passu Indebtedness (or, in the case of pari passu Indebtedness issued with significant original issue discount, based on the accreted value thereof) tendered), the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered in such Asset Sale Offer exceeds the amount of Excess Proceeds allocated to the purchase of Notes, the Trustee will select the Notes to be purchased on a pro rata basis (except that any Notes represented by a Note in global form will be selected by such method as DTC or its nominee or successor may require or a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate and is in accordance with DTC’s applicable procedures), based on the principal amounts tendered (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof will be purchased). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Issuer may satisfy the foregoing obligation with respect to any Excess Proceeds by making an Asset Sale Offer prior to the expiration of the relevant 365 day period or with respect to Excess Proceeds of $50.0 million or less. (g) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 3.10 or this Section 4.10, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.10 or this Section 4.10 by virtue of such compliance.

Asset Sales. (a) The Parent shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an any Asset Sale Sale, unless: (i1) the consideration received by Parent or such Restricted Subsidiary (including by way of relief from, or a Restricted Subsidiaryby any other Person assuming responsibility for, any liabilities, contingent or otherwise) receives consideration at the time of the Asset Sale is at least equal to the Fair Market Value (determined at measured as of the time date of entering into an the definitive agreement with respect to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standingSale) of the assets or Equity Interests issued or sold or otherwise disposed of; , and (ii2) at least 75% of the consideration received in the Asset Sale by the Parent or such Restricted Subsidiary is (considered together on a cumulative basis, with all consideration received by Parent or such Restricted Subsidiary in respect of other Asset Sales consummated since the form Issue Date) consists of cash or Cash Equivalents. For Equivalents or Replacement Assets or a combination of cash, Cash Equivalents and Replacement Assets; provided that, with respect to the sale of one or more Properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such Properties so long as such Indebtedness is secured by a first priority Lien on the Properties sold; provided further that, for purposes of this provision clause (but not for purposes of the definition of Net Proceeds2), each of the following will be deemed to be cash: (1A) any liabilities, as shown on the Parent’s most recent consolidated balance sheet, liabilities of the Parent or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Guarantee or the Intercompany LoanSubordinated Indebtedness) that are assumed in connection with by the transfer transferee of any such assets pursuant and for which either (a) Parent and any such Restricted Subsidiaries have been validly released by the creditors or (b) the transferee and/or an Affiliate thereof has agreed in writing to an agreement that releases the fully indemnify Parent or such Restricted Subsidiary from further liability in respect of those liabilities; andSubsidiaries; (2B) any securities, evidences of Indebtedness, notes or other obligations received by the Parent or any such Restricted Subsidiary from such transferee that are converted by the Parent or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, 180 days of the consummation of such Asset Sale (to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply conversion); (C) any Capital Stock or assets of the Net Proceeds kind referred to in in clause (2) of an the immediately succeeding paragraph; and (D) any Designated Non-cash Consideration received by Parent or such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to redeem Senior Secured Notes this clause (D) that is at that time outstanding, not to exceed the greater of $285.0 million and Notes as set forth an amount equal to 5.0% of Adjusted Total Assets of Parent (determined at the time of 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 Section 3.8 (Mandatory Redemption)value. (b) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, Parent or one or more of its Restricted Subsidiaries may apply an amount equal to the amount of such Net Cash Proceeds at its option to any combination of the following: (1) to repay, repurchase or redeem any Senior Debt; or (2) make (A) an investment in or acquisition of any one or more Replacement Assets, (B) capital expenditures, (C) an Investment in (provided such Investment is in the form of Capital Stock), or acquire all or substantially all of the assets of, a Person engaged in a Related Business if such Person is, or will become as a result thereof, a Restricted Subsidiary; or (D) an acquisition of other assets of a nature or type that are used in or useful to the business of Parent or any of its Restricted Subsidiaries existing on the date of such investment, capital expenditure or acquisition. provided, that the requirement set forth in Section 4.09(b)(2) shall be deemed to be satisfied if a bona fide binding contractual commitment to make the acquisition or capital expenditure referred to therein is entered into by Parent or any of its Restricted Subsidiaries with a Person other than an Affiliate of Parent within the time period specified in the preceding paragraph and such Net Cash Proceeds are subsequently applied in accordance with such commitment within 270 days following the date such commitment is entered into. Pending the final application of any such Net ProceedsCash Proceeds as described above, the Parent or any Restricted Subsidiary may temporarily reduce revolving credit borrowings Indebtedness or otherwise invest the such Net Cash Proceeds in any manner that is not prohibited by this Indenture. (c) An amount equal to the Net Cash Proceeds from Asset Sales that are not applied or invested as provided in the second and third paragraphs of this Section 4.09 will constitute “Excess Proceeds.” If, as of the first day of any calendar month, the aggregate amount of Excess Proceeds not previously subject to an Offer to Purchase pursuant to this Section 4.09 totals more than the greater of $100.0 million and 1.5% of Adjusted Total Assets of Parent, the Operating Partnership must commence, not later than 20 Business Days thereafter, and consummate an offer (an “Asset Sale Offer”) to all Holders and all holders of other Indebtedness of the Operating Partnership that ranks pari passu in right of payment with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem such Indebtedness with the proceeds of sales of assets, to purchase, prepay or redeem, on a pro rata basis (subject to adjustments to maintain the authorized denominations for the Notes), the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Notes and other Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to but excluding the date of purchase, prepayment or redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Parent or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis (except that any Notes represented by a Note in global form will be selected by such method as DTC or its nominee or successor may require or, where such nominee or successor is the Trustee, a method that most nearly approximates pro rata selection as the Trustee deems fair and appropriate unless otherwise required by law), based on the amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by Parent so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (d) The Operating Partnership will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.09, or compliance with this Section 4.09 would constitute a violation of any such laws or regulations, the Operating Partnership will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.09 by virtue of such compliance. (e) In the event that, pursuant to the preceding provisions of this Section 4.09, the Issuers are required to commence an Asset Sale Offer, the Issuers will follow the procedures specified below. (1) The Asset Sale Offer shall be made to all Holders and all holders of other Indebtedness of the Operating Partnership that ranks pari passu in right of payment with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets. The Asset Sale Offer will remain open for a period of at least 20 Business Days following its commencement and not more than 30 Business Days, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Operating Partnership will apply all Excess Proceeds (the “Offer Amount”) to the purchase of the Notes and such other pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than the Offer Amount has been tendered, all Notes and other Indebtedness tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made. (2) If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. (3) Upon the commencement of an Asset Sale Offer, the Operating Partnership will send a notice to the Trustee and each of the Holders. The notice will contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the terms of the Asset Sale Offer, will state: (A) that the Asset Sale Offer is being made pursuant to this Section 4.09 and the length of time the Asset Sale Offer will remain open; (B) the Offer Amount, the purchase price and the Purchase Date; (C) that any Note not tendered or accepted for payment will continue to accrue interest; (D) that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest after the Purchase Date; (E) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may elect to have Notes purchased in denominations of $2,000 or integral multiples of $1,000 in excess thereof; (F) that Holders electing to have Notes purchased pursuant to any Asset Sale Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Operating Partnership, a Depositary, if appointed by the Operating Partnership, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (G) that Holders will be entitled to withdraw their election if the Operating Partnership, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a letter or electronic transmission setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Xxxxxx is withdrawing his election to have such Note purchased; (H) that, if the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the Offer Amount, the Operating Partnership will select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness surrendered (with such adjustments as may be deemed appropriate by the Operating Partnership so that only Notes in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000 will be purchased); and (I) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). (4) On or before the Purchase Date, the Issuers will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and will deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating that such Notes or portions thereof were accepted for payment by the Operating Partnership in accordance with the terms of this Section 4.09. The Operating Partnership, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Operating Partnership for purchase, and the Issuers will promptly issue a new Note, and the Trustee, upon written request from the Issuers, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Operating Partnership to the Holder thereof. The Operating Partnership will publicly announce the results of the Asset Sale Offer on the Purchase Date. (f) In the event that Holders of not less than 90% in aggregate principal amount of the outstanding Notes accept an Asset Sale Offer and the Operating Partnership purchases all of the Notes held by such Holders, the Operating Partnership will have the right set forth in Section 3.07(d) to redeem all of the Notes that remain outstanding. (g) Any purchase of the Notes in connection with an Asset Sale Offer may, at the Issuers’ option, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of the related Asset Sale or other transaction or event, as the case may be, and notice of such purchase may be given prior to the completion or the occurrence of the related Asset Sale or other transaction or event. In addition, if such purchase is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Issuers’ discretion, the date of purchase may be delayed until such time (including more than 60 days after the date the notice of purchase was sent) as any or all such conditions shall be satisfied, or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the date of purchase, or by the date of purchase as so delayed, or such notice may be rescinded at any time in the Issuers’ discretion if in the good faith judgment of the Issuers any or all of such conditions will not be satisfied. In addition, the Issuers may provide in such notice that payment of the purchase price and performance of its obligations with respect to such purchase may be performed by another Person. In any such case, the Issuers shall provide prompt written notice to the Trustee at least two Business Days prior to the purchase date rescinding such purchase in the event that any such conditions precedent shall not have been (or will not be) satisfied, and such purchase and notice of purchase shall then be rescinded and of no force and effect.

Asset Sales. (a) The Parent Borrower shall not, and nor shall not it permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless: (ia) the Parent (Borrower or a such Restricted Subsidiary) , as the case may be, receives consideration at the time of the such Asset Sale at least equal to the Fair Market Value (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standing) of the assets or Equity Interests issued or sold or otherwise disposed of; andof (as reasonably determined by the Borrower or such Restricted Subsidiary); (iib) at least 75% of the consideration received in the Asset Sale by the Parent Borrower or such Restricted Subsidiary is in the form of of: (i) cash or Cash Equivalents. For ; provided that for purposes of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following will shall be deemed to be cash: (1A) any liabilities, as shown on the ParentBorrower’s most recent consolidated balance sheet, of the Parent Borrower or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Guarantee or the Intercompany LoanObligations) that are assumed in connection with by the transfer transferee of any such assets pursuant to an a customary novation agreement that releases the Parent Borrower or such Restricted Subsidiary from further liability in respect of those liabilitiesliability; and (2B) any securities, notes notes, or other obligations received by the Parent Borrower or any such Restricted Subsidiary from such transferee that are converted (by sale or other disposition) by the Parent Borrower or such Restricted Subsidiary into cash or Cash Equivalents within 90 dayscash, to the extent of the cash or Cash Equivalents received in that conversion. The Issuer conversion within 180 days after such Asset Sale; and (C) reasonable reserves for indemnity obligations and purchase price adjustments funded in cash or held back by the purchaser; and/or (ii) Replacement Assets; provided that: (A) the Fair Market Value of such Replacement Assets shall apply be at least equal to the Net Proceeds Fair Market Value of the portion of the assets sold or otherwise disposed of attributable thereto, and, in each case, the Fair Market Value shall be evidenced by (1) in the case of Replacement Assets representing consideration less than $75,000,000, a resolution of the applicable Board of Directors or (2) in the case of Replacement Assets representing consideration equal to or exceeding $75,000,000, an appraisal satisfactory to the Administrative Agents that is conducted by a valuation firm reasonably satisfactory to the Administrative Agents; and (B) if the assets or Equity Interests sold in the relevant Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption). (b) Pending constituted part of the final application of any Net ProceedsCollateral, then the Parent or any the Borrower, as applicable, shall use all commercially reasonable efforts to grant, or cause the applicable Restricted Subsidiary may temporarily reduce revolving credit borrowings to grant, as promptly as reasonably practicable, a first-priority Lien (subject to Permitted Liens) upon such Replacement Assets as security for the Obligations; and (c) in the case of any Asset Sale other than the sale of Designated Assets or otherwise invest Basket Assets, the Net Proceeds in pro forma Leverage Ratio, after giving effect to such Asset Sale, shall not exceed (A) 6.5 to 1.0 at any manner that is not prohibited by this Indenturetime from the Closing Date through June 30, 2007, (B) 6.25 to 1.0 at any time from July 1, 2007 through September 30, 2007, (C) 6.0 to 1.0 at any time from October 1, 2007 through December 31, 2007, (D) 5.25 to 1.0 at any time during fiscal year 2008 and (E) thereafter, 5.0 to 1.0.

Asset Sales. (a) The Parent shall Each Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, consummate sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will such Borrower permit any of its Restricted Subsidiaries to issue any additional Equity Interest in such Restricted Subsidiary, except: (a) sales of inventory, used or surplus equipment and Permitted Investments in the ordinary course of business; (b) sales, transfers and dispositions to a Borrower or a Restricted Subsidiary; provided that any such sales, transfers or dispositions involving a Restricted Subsidiary (other than PTFI) shall be made in compliance with Section 6.09 and, provided, further, that PTFI will not transfer any significant operating assets, the Contract of Work or any rights thereunder or (except in connection with an Asset Additional Infrastructure Financing or sale and leaseback transaction permitted by Section 6.06) any assets subject to any Lien under any of the Security Documents to any other Person; (c) transfers of Block B Assets in transactions satisfying the Block B Conditions; (d) any sale of Transferred Shares in a Qualifying PTFI Sale unless:Transaction; (e) sales of assets as part of a sale and leaseback transaction permitted by Section 6.06; (f) any sale of Equity Interests in PT Kencana and/or PT Kencana Wisata in connection with a PT Kencana Financing; (g) any sale of Equity Interests in Restricted Subsidiaries to PT-Rio Tinto Indonesia; provided that such sale is made pursuant to Section 3.6 of the Participation Agreement; provided further that any such Restricted Subsidiary shall continue to comply with the Collateral and Guarantee Requirement; (h) any sale of Equity Interests in Unrestricted Subsidiaries; (i) sales of capital stock of PTFI (other than Pledged PTFI Shares) sold in a transaction that is not a Qualifying PTFI Sale Transaction; provided that the Parent aggregate amount of the capital stock of PTFI sold in reliance on this clause (i), together with the aggregate amount of capital stock of PTFI or PTII sold in a Qualifying PTFI Sale Transaction, shall not result in FCX owning, either directly or though its wholly owned Subsidiaries, Equity Interests in PTFI representing less than 80% of the aggregate voting power attributable to all of the issued and outstanding Equity Interests of PTFI; (j) sales, transfers and other dispositions of assets that are not permitted by clauses (a)-(i); provided that the cumulative consideration for all assets sold, transferred or otherwise disposed of in reliance upon this clause (j) (including the amount of any Indebtedness transferred, assigned or assumed in connection with a sale of Equity Interests) shall not exceed $100,000,000 in the aggregate; and (k) sales, transfers and other dispositions of assets that are not permitted by any other clause of this Section; provided that the net proceeds of such sale are applied to prepay Loans (and permanently reduce Commitments by the aggregate amount of such prepayment of Loans) hereunder within three Business Days of the receipt of such net proceeds; provided further that, if the Borrowers shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that (i) the Borrowers intend to reinvest such net proceeds (or a portion thereof specified in such certificate), within 180 days after receipt of such net proceeds, in equipment or other tangible assets to be used in the business of the Borrowers or the Restricted Subsidiaries or use such net proceeds to acquire the capital stock of an entity that, upon its acquisition, becomes a Restricted Subsidiary, and (ii) receives consideration certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of such net proceeds (or the portion of such net proceeds specified in such certificate, if applicable) except to the extent of any such net proceeds that have not been so applied by the end of such 180-day period, at the which time of the Asset Sale at least a prepayment shall be required in an amount equal to the Fair Market Value such net proceeds that have not been so applied; provided that all sales, transfers, leases and other dispositions permitted hereby (determined at the time of entering into an agreement to effect such Asset Sale with the Fair Market Value of consideration other than those permitted by clause (b) and (d) above) shall be made for fair value and for (i) 100% cash consideration in the case of transactions permitted by clauses (a) and Cash Equivalents determined by an independent investment banking firm of international standing(e) of the assets or Equity Interests issued or sold or otherwise disposed of; and and (ii) at least 75% of the cash consideration received in the Asset Sale case of transactions permitted by clauses (c), (f), (g), (h), (i), (j) and (k) (disregarding any amounts of Indebtedness transferred, assigned or assumed by the Parent or purchaser in such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net Proceeds), each of the following will be deemed to be cash: (1) any liabilities, as shown on the Parent’s most recent consolidated balance sheet, of the Parent or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes, any Guarantee or the Intercompany Loan) that are assumed in connection with the transfer of any such assets pursuant to an agreement that releases the Parent or such Restricted Subsidiary from further liability in respect of those liabilities; and (2) any securities, notes or other obligations received by the Parent or any such Restricted Subsidiary from such transferee that are converted by the Parent or such Restricted Subsidiary into cash or Cash Equivalents within 90 days, to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply the Net Proceeds of an Asset Sale to redeem Senior Secured Notes and Notes as set forth in Section 3.8 (Mandatory Redemption). (b) Pending the final application of any Net Proceeds, the Parent or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner transaction that is not prohibited by this Indentureowed to the Borrowers or their Affiliates).

Asset Sales. (a) The Parent shall will not, and shall will not permit any of its the Restricted Subsidiaries to, consummate an Asset Sale unless: (i1) the Parent (or a the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (determined at measured as of the time date of entering into an the definitive agreement with respect to effect such Asset Sale with the Fair Market Value of consideration other than cash and Cash Equivalents determined by an independent investment banking firm of international standingSale) of the assets or Equity Interests shares of Capital Stock of a Restricted Subsidiary issued or sold or otherwise disposed of; and (ii2) at least 75% of the consideration received in the Asset Sale by the Parent or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision (but not for purposes of the definition of Net Proceeds)provision, each of the following will be deemed to be cashcash consideration: (1A) any liabilities, liabilities (as shown on the Parent’s or such Restricted Subsidiary’s most recent consolidated balance sheet, sheet or in the footnotes thereto) of the Parent or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms contractually subordinated to the Notes, notes or any Guarantee or the Intercompany LoanNote Guarantee) (i) that are assumed in connection with by the transfer transferee of any such assets pursuant to an agreement that releases and for which the Parent or such Restricted Subsidiary from Subsidiary, as the case may be, has been released or indemnified against further liability or (ii) in respect of those liabilities; andwhich neither the Parent nor any Restricted Subsidiary following such Asset Sale has any obligation; (2B) any securities, notes or other obligations received by the Parent or any such Restricted Subsidiary from such transferee that are converted by the Parent or such Restricted Subsidiary within 365 days into cash or Cash Equivalents within 90 daysEquivalents, to the extent of the cash or Cash Equivalents received in that conversion. The Issuer shall apply ; (C) any Designated Noncash Consideration having an aggregate Fair Market Value that, when taken together with all other Designated Noncash Consideration previously received and then outstanding, does not exceed at the Net Proceeds time of the receipt of such Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value) the greater of $75.0 million or 2.0% of Total Assets; and (D) any Investment, stock, asset, property or capital expenditure of the kind referred to in Section 4.10(b)(3). (b) Within one year from the later of the date of an Asset Sale or the receipt of any Net Proceeds from an Asset Sale, the Parent or any Restricted Subsidiary may apply such Net Proceeds: (1) to prepay, repay, redeem or purchase (a) Indebtedness and other Obligations that are secured by a Lien or (b) Indebtedness (other than any Disqualified Stock) and other Obligations of a Non-Guarantor Subsidiary (other than Indebtedness owed to the Parent or any Restricted Subsidiary), and, in each case, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (2) to prepay, repay, redeem or purchase Senior Secured Indebtedness of the Parent, the Issuers or any other Guarantor; provided, that, the Parent shall apply not less than a pro rata portion (determined and as modified based on the provisions set forth below) of such Net Proceeds to (y) redeem or repurchase the Notes (i) as described in Section 3.07 or (ii) through open market purchases at a purchase price not less than 100% of the principal amount thereof, plus accrued but unpaid interest thereon, or (z) make an offer (in accordance with the procedures set forth below) to all holders to purchase their Notes at a purchase price not less than 100% of the principal amount thereof, plus accrued but unpaid interest thereon to, but not including, the repurchase date (in each case other than Indebtedness or other Obligations owed to the Parent or an Affiliate of the Parent); or (3) 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 as a result of which such Person becomes a Subsidiary, such Person shall become a Restricted Subsidiary), to acquire assets or property (including the acquisition or license of intellectual property) or to make capital expenditures, in each case (a) constituting, or used or useful in a Permitted Business or (b) that replace the properties and Notes assets that are the subject of such Asset Sale; provided that, in the case of Section 4.10(b)(3), entering into and not abandoning or rejecting a binding commitment to make an Investment, acquire assets or property or make capital expenditures to satisfy Section 4.10(b)(3) above shall be treated as a permitted application of Net Proceeds from the date of such commitment; provided that (x) such Investment, acquisition or capital expenditure is consummated within 545 days after the later of the receipt of such Net Proceeds or the date of such Asset Sale and (y) if such Investment, acquisition or capital expenditure is not consummated within the period set forth in subclause (x), or otherwise applied as set forth in Section 3.8 4.10(b) (Mandatory Redemption1) or (2), the Net Proceeds not so applied will be deemed to constitute Excess Proceeds under Section 4.10(d). (bc) Pending the final application of any Net Proceeds, the Parent or any a Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. (d) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds the greater of $75.0 million or 2.0% of Total Assets, within 30 days thereof, the Issuers will make an offer (an “Asset Sale Offer”) to all Holders of Notes and all Holders of other Senior Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets (provided that the portion of such Asset Sale Offer made to the Holders of the Notes is not less than a pro rata portion of the Notes taken together with such other Senior Indebtedness) to purchase, prepay or redeem the maximum principal amount of Notes and such other Senior Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount (or accreted value, if less, or such lesser amount as may be provided by the terms of such other Senior Indebtedness), plus accrued and unpaid interest to the date of purchase, prepayment or redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date if the Notes have not been redeemed or repurchased prior to such date), and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Parent or any Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other Senior Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in denominations of $200,000, or an integral multiple of $1,000 in excess thereof, will be purchased) unless otherwise required by law or applicable depositary requirements. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.