Common use of Asset Sales Clause in Contracts

Asset Sales. Cause or make an Asset Sale, unless: (a) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed of; (b) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations or that are owed to the Borrower or a Restricted Subsidiary, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing; (ii) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (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 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 does not constitute an Asset Sale but is otherwise 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 the 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. Cause or make (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, Sale unless: (a1) the Borrower Company (or such the Restricted Subsidiary, as the case may be, ) receives consideration at the time of such the Asset Sale at least equal to the fair market value (value, as determined in good faith by the Borrower) Company's Board of Directors, of the assets or Equity Interests issued or sold or otherwise disposed of;; and (b2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received in the Asset Sale by the Borrower Company or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalents; provided that Replacement Assets, or a combination of both. For purposes of this provision, each of the amount offollowing will be deemed to be cash: (iA) any liabilities (liabilities, as shown on the Borrower’s or such Restricted Subsidiary’s Company's most recent consolidated balance sheet or in the footnotes thereto) sheet, of the Borrower Company or such any Restricted Subsidiary, Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a Restricted Subsidiary, Subsidiary Guarantees) that are assumed by the transferee of any such assets and for which pursuant to an agreement that releases the Borrower and all of its Company or such Restricted Subsidiaries have been validly released by all creditors in writingSubsidiary from further liability; (iiB) any securities securities, notes or other obligations received by the Borrower Company or any such Restricted Subsidiary from such transferee that are converted by the Borrower Company or such Restricted Subsidiary into cash (cash, to the extent of the cash received) received in that conversion, within 180 days following the closing of such Asset Saleafter receipt; (C) Cash Equivalents; and (iiiD) any Designated Non-Cash Noncash Consideration received by the Borrower Company or any of its Restricted Subsidiaries in the Asset Sale. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any Restricted Subsidiary may apply such Net Proceeds: (1) to repay Indebtedness and other Obligations under any Credit Facility that is not expressly subordinated in right of payment to the Notes or other senior Indebtedness; (2) to repay (or repurchase) any secured Indebtedness; (3) to repay (or repurchase) any Indebtedness of such Restricted Subsidiary other than a Subsidiary Guarantor (except to the extent that such Indebtedness is pari passu with the Notes or the Subsidiary Guarantee given by such Subsidiary Guarantor); (4) to repay (or repurchase) any Indebtedness with a final Stated Maturity that is prior to the final Stated Maturity of the Notes; (5) to acquire a majority of the Voting Stock of another Person or all or substantially all of the assets of one or more other Persons or units, divisions or other operating portions 44 thereof (including by means of a merger, consolidation or other business combination permitted under this Indenture); (6) to make one or more capital expenditures; (7) to acquire other noncurrent assets that are useful in the business of the Company or any of its Restricted Subsidiaries; or (8) to acquire Capital Stock consisting of a minority interest in any Person that at such time is a Restricted Subsidiary of the Company. Pending the final application of any such Net Proceeds, the Company and 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. (c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b) hereof shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $100 million, the Company shall, within 30 days, make an Asset Sale Offer to all Holders of Notes; and, at the Company's option, to all holders of other Indebtedness that is pari passu with, or subordinate in right of payment to, the Notes, in each case in accordance with Section 3.08 hereof, to purchase the maximum principal amount of Notes and such other 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 or any other Indebtedness being repurchased plus accrued and unpaid interest, if any, to the date of purchase (or 100% of the accreted value thereof, in the case of other Indebtedness that was initially offered and sold at a discount), 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 Indebtedness (or accreted value, as applicable) tendered into such Asset Sale having an offer exceeds the amount of Excess Proceeds, the Excess Proceeds will be applied in the following way: (a) first, the Excess Proceeds will be applied to purchase the Notes and other pari passu Indebtedness tendered for purchase, on a pro rata basis (if the aggregate fair market valueprincipal amount of such Notes and pari passu Indebtedness exceeds the amount of Excess Proceeds), taken together and (b) second, if and to the extent any Excess Proceeds remain after the purchase of all of the Notes and other pari passu Indebtedness tendered for purchase, the remaining Excess Proceeds will be applied to purchase any subordinated Indebtedness tendered for purchase, on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. The Company shall comply with all the requirements of Rule 14e-1 under the Exchange Act and any other Designated Non-Cash Consideration received federal or state securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes 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 purposean Asset Sale Offer. To the extent that the provisions of any Collateral is disposed securities laws or regulations conflict with the provisions of pursuant to Permitted Asset Sale Section 3.08 hereof or as expressly permitted by this Section 6.05 or pursuant 4.10, the Company shall comply with the applicable securities laws and regulations and will not be deemed to any disposition that does not constitute an Asset Sale but is otherwise not prohibited have breached its obligations under those provisions of this Agreement, in each case, to any Person other than a Loan Party, Indenture by virtue of such Collateral shall be disposed of free and clear of the Liens created by the 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 foregoingconflict.

Asset Sales. Cause or make The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless: Sale unless (a) the Borrower Company or such the Restricted Subsidiary, as the case may be, receives consideration at the time of such that Asset Sale at least equal to the fair market value (as determined evidenced by a resolution of the Board of Directors set forth in good faith by an Officers' Certificate delivered to the BorrowerTrustee) of the assets or Equity Interests issued or sold or otherwise disposed of; ; and (b) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower Company or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of (i) cash or Cash Equivalents; or (ii) property or assets that are used or useful in a Permitted Business, or the Capital Stock of any Person engaged in a Permitted Business if, as a result of the acquisition by the Company or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary; provided that the amount of: of (ix) any liabilities (liabilities, as shown on the Borrower’s Company's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes thereto) sheet, of the Borrower Company or such any Restricted Subsidiary, Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a Restricted Subsidiary, any guarantee thereof) that are assumed by the transferee of any such assets and for which pursuant to a customary novation agreement that releases the Borrower and all of its Company or the Restricted Subsidiaries have been validly released by all creditors in writing; Subsidiary from further liability; (iiy) any securities securities, notes or other obligations received by the Borrower Company or such the Restricted Subsidiary from such the transferee that are converted within 180 days of their receipt by the Borrower Company or such the Restricted Subsidiary into cash (or Cash Equivalents but only to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Sale; and and (iiiz) any Designated Non-Cash Noncash Consideration received by the Borrower Company or such any of its Restricted Subsidiary Subsidiaries in such that Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Noncash Consideration received pursuant to this clause (iiiz) that is at that time outstanding, not to exceed the greater of $150,000,000 and 90.015% of EBITDA of the Borrower as of the end of the most recently ended Test Period Total Assets at the time of the receipt of such that Designated Non-Cash Noncash Consideration, with the fair market value of each item of Designated Non-Cash Noncash 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 Section 4.10; and for no other purposeprovided further that the 75% limitation referred to in clause (b) above will not apply to any Asset Sale in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the foregoing proviso, 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 from an Asset Sale, the Company or the Restricted Subsidiary, as the case may be, shall apply such Net Proceeds, at its option (or to the extent the Company is required to apply such Net Proceeds pursuant to the terms of the New Credit Facility), to (a) repay or purchase Senior Indebtedness or Pari Passu Indebtedness of the Company or any Indebtedness of any Restricted Subsidiary, as the case may be, provided that if the Company shall so repay or purchase Pari Passu Indebtedness of the Company, (i) it will equally and ratably reduce Indebtedness under the Notes if the Notes are then redeemable; or, (ii) if the Notes may not then be redeemed, the Company shall make an (i) an investment in property, the making of a capital expenditure or the acquisition of assets that are used or useful in a Permitted Business; or (ii) the acquisition of Capital Stock of any Person primarily engaged in a Permitted Business if (x) as a result of the acquisition by the Company or any Restricted Subsidiary thereof, that Person becomes a Restricted Subsidiary; or (y) the Investment in that Capital Stock is permitted by clause (6) of the definition of Permitted Investments. Pending the final application of any Net Proceeds, the Company may temporarily reduce Indebtedness or otherwise invest those Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be required to make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in this Indenture. To the extent that any Collateral is disposed Excess Proceeds remain after consummation of pursuant to Permitted Asset Sale or as expressly permitted by this Section 6.05 or pursuant to any disposition that does not constitute an Asset Sale but is Offer, the Company may use such Excess Proceeds for any purpose not otherwise not prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof in connection with an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased as set forth under this AgreementSections 3.02 and 3.03 hereof. Upon completion of such offer to purchase, in each case, to any Person other than a Loan Party, such Collateral the amount of Excess Proceeds shall be disposed reset at zero. The Company will comply with the requirements of free Rule 14e-1 under the Exchange Act and clear any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Liens created 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 relating to such Asset Sale Offer, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by the 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 foregoingvirtue thereof.

Asset Sales. Cause The Borrower shall not, and shall not permit any Restricted Subsidiary to, cause or make an Asset Sale, unless: unless (ax) the Borrower or such any of its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed of; , and (by) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash Cash Equivalents or Cash EquivalentsAdditional Assets; provided that the amount of: (i) any liabilities (as shown on the Borrower’s or such a Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto) of the Borrower or such any Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Obligations Loans or that are owed to the Borrower or a Restricted Subsidiary, any Subsidiary Guarantee) that are assumed by the transferee of any such assets and for which or that are otherwise cancelled or terminated in connection with the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing;transaction with such transferee, (ii) any notes or other obligations or other securities or assets received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received), (iii) within 180 days following with respect to any Asset Sale of Oil and Gas Properties by the closing Borrower or any Restricted Subsidiary, the costs and expenses related to the exploration, development, completion or production of such Asset Sale; Oil and Gas Properties and activities related thereto agreed to be assumed by the transferee (or an Affiliate thereof), and (iiiiv) any Designated Non-Cash cash Consideration received by the Borrower or such any of its Restricted Subsidiary Subsidiaries in such Asset Sale having an aggregate fair market valueFair Market Value (as determined in good faith by the Borrower), taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (iiiiv) that is at that time outstanding, not to exceed the greater of $150,000,000 and 90.04% of EBITDA of the Borrower as of the end of the most recently ended Test Period Adjusted Consolidated Net Tangible Assets and $300.0 million at the time of the receipt of such Designated Non-Cash Consideration, cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-Cash cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall be deemed to be cash Cash Equivalents for the 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 does not constitute an Asset Sale but is otherwise 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 the 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 foregoing6.06.

Asset Sales. Cause or make an Asset Sale, unless: (a) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed of; (b) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations or that are owed to the Borrower or a Restricted Subsidiary, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing; (ii) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (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 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 does not constitute an Asset Sale but is otherwise not prohibited permitted under this Agreement, in each case, to any Person other than a Loan Party, such Collateral shall be disposed of sold free and clear of the Liens created by the 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. Cause (a) The Parent and the Issuers shall not, and shall not permit any of the other Restricted Subsidiaries to, cause or make an Asset Sale, unless: unless (ax) the Borrower Parent or such any Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by the BorrowerIssuer) of the assets sold or otherwise disposed of; , and (by) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower Parent or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount ofof each of the following shall be deemed to be Cash Equivalents for purposes of this provision: (i) any liabilities (as shown on the Borrower’s Parent or such a Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto) of the Borrower Parent or such a Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a Restricted Subsidiary, any Guarantee) that are assumed by the transferee of any such assets and for which or that are otherwise canceled or terminated in connection with the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing;transaction with such transferee, (ii) any notes or other obligations or other securities or assets received by the Borrower Parent or such Restricted Subsidiary from such transferee that are converted by the Borrower Parent or such Restricted Subsidiary into cash or Cash Equivalents within 180 days of the receipt thereof (to the extent of the cash received), (iii) within 180 days following the closing 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, (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 (iiiv) any Designated Non-Cash cash Consideration received by the Borrower Parent or such any Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value (as determined in good faith by the Issuer), taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (iiiSection 4.06(a)(v) that is at that time outstanding, not to exceed the greater of $150,000,000 600.0 million and 90.04.0% of EBITDA of the Borrower as of the end of the most recently ended Test Period Total Assets at the time of the receipt of such Designated Non-Cash Consideration, cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-Cash cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (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 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) Notes Obligations or (D) other Pari Passu Indebtedness (provided that if the Parent, an Issuer or any Guarantor shall so reduce Obligations under unsecured Pari Passu Indebtedness under this clause (D), the Issuer will equally and ratably reduce 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; 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 such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or invest 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) (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 other 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 other Pari Passu Indebtedness, such lesser price, if any, as may be provided for purposes 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 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 provision and for no other purposeIndenture, with a copy to the Trustee. To the extent any Collateral is disposed that the aggregate amount of Notes (and such other Pari Passu Indebtedness) tendered pursuant to Permitted Asset Sale or as expressly permitted by this Section 6.05 or pursuant to any disposition that does not constitute an Asset Sale but Offer is otherwise less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose that is not prohibited under by this AgreementIndenture. If the aggregate principal amount of Notes (and such other Pari Passu Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee, upon receipt of written notice from the Issuer of the aggregate principal amount to be selected, shall select the Notes (but not such other Pari Passu Indebtedness) to be purchased in each casethe manner described in Section 4.06(e). Upon completion of any such Asset Sale Offer, to any Person other than a Loan Party, such Collateral the amount of Excess Proceeds shall be disposed reset at zero. (c) The Issuer will comply with the requirements of free Rule 14e-1 under the Exchange Act and clear any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the repurchase of the Liens created 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 other 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 other Pari Passu Indebtedness) for purchase shall be made by the Loan DocumentsTrustee on a pro rata basis to the extent practicable, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with the Administrative Agent requirements of the Depository, if applicable); provided that no Notes of $2,000 or the Collateral Agent, as applicable, less shall be authorized purchased in part. Selection of such other Pari Passu Indebtedness shall be made pursuant to take the terms of such other 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 30 days but not more than 60 days before the purchase date to each holder of Notes at such holder’s registered address. If any actions deemed appropriate Note is to be purchased in order part only, any notice of purchase that relates to effect such Note shall state the foregoingportion of the principal amount thereof that has been or is to be purchased.

Asset Sales. Cause or make The Borrower will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, Sale unless: (a) The Borrower (or the Borrower or such Restricted Subsidiary, as the case may be, ) receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value (measured as determined in good faith by of the Borrowerdate of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of;; and (b) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received in the Asset Sale by the Borrower or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalents; provided that . For purposes of this provision, each of the amount offollowing will be deemed to be cash: (i) any liabilities (liabilities, as shown on the Borrower’s or such Restricted Subsidiary’s most recent consolidated balance sheet or in the footnotes thereto) sheet, of the Borrower or such any Restricted Subsidiary, Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Obligations or that are owed to the Borrower or a Restricted Subsidiary, Obligations) that are assumed by the transferee of any such assets and for which pursuant to a customary novation agreement that releases the Borrower and all of its or such Restricted Subsidiaries have been validly released by all creditors in writingSubsidiary from further liability; (ii) any securities securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (within 180 days of the receipt of such securities, notes or other obligations, to the extent of the cash receivedreceived in that conversion; (iii) within 180 days following any stock or assets acquired in connection with a reinvestment of the closing Net Sale Proceeds to acquire (x) all or substantially all of the assets of, or any Capital Stock of, another Person engaged primarily in a Permitted Business, if, after giving effect to any such acquisition of Capital Stock, such Person is or becomes a Restricted Subsidiary of the Borrower and (y) other assets (that are not inventory or working capital unless the sold assets were inventory or working capital) that are used or useful in a Permitted Business, and any assets as described in preceding clauses (x) and (y) acquired in exchange for the assets being disposed of pursuant to the respective Asset Sale; and (iiiiv) any Designated Non-Cash Noncash Consideration received by the Borrower or such 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 this clause (iii) that is at that time outstanding, Fair Market Value not to exceed the greater of (x) $150,000,000 and 90.0500,000,000 or (y) 5.0% of EBITDA of the Borrower as of the end of the most recently ended Test Period Consolidated Total Assets at the time of the receipt of such Designated Non-Cash Noncash Consideration, with the fair market value Fair Market Value of each item of Designated Non-Cash Noncash 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 does not constitute an Asset Sale but is otherwise 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 the 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. Cause (a) Holdings shall not, and shall not permit any of the Restricted Subsidiaries to, cause or make an Asset Sale, unless: unless (ax) the Borrower Holdings or such any Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by the BorrowerHoldings) of the assets sold or otherwise disposed of; , and (by) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower Holdings or such Restricted Subsidiary, as the case may be, is in the form of cash Cash Equivalents or Cash EquivalentsAdditional Assets; provided that the amount of: (i) any liabilities (as shown on the Borrower’s Holdings’ or such a Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto) of the Borrower Holdings or such a Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a Restricted Subsidiary, any Subsidiary Guarantee) that are assumed by the transferee of any such assets and for which or that are otherwise cancelled or terminated in connection with the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing;transaction with such transferee, (ii) any notes or other obligations or other securities or assets received by the Borrower Holdings or such Restricted Subsidiary from such transferee that are converted by the Borrower Holdings or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received), (iii) within 180 days following with respect to any Asset Sale of Oil and Gas Properties by Holdings or any Restricted Subsidiary, the closing costs and expenses related to the exploration, development, completion or production of such Oil and Gas Properties and activities related thereto agreed to be assumed by the transferee (or an Affiliate thereof), (iv) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale; , to the extent that Holdings and each other Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale, (v) consideration consisting of Indebtedness of Holdings (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not Holdings or any Restricted Subsidiary in connection with the Asset Sale and that is cancelled, and (iiivi) any Designated Non-Cash cash Consideration received by the Borrower Holdings or such any Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value (as determined in good faith by Holdings), taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (iiiSection 4.06(a)(vi) that is at that time outstanding, not to exceed the greater of $150,000,000 and 90.010.0% of EBITDA of the Borrower as of the end of the most recently ended Test Period Adjusted Consolidated Net Tangible Assets and $100.0 million at the time of the receipt of such Designated Non-Cash Consideration, cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-Cash cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall be deemed to be cash Cash Equivalents for the purposes of this provision Section 4.06(a). (b) Within 365 days after Holdings’ or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, Holdings 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 for no other purpose. To the extent any Collateral Pari Passu Indebtedness that is disposed of pursuant to Permitted Asset Sale or as expressly secured by a Lien permitted by this Section 6.05 or pursuant to any disposition that does not constitute an Asset Sale but is otherwise not prohibited under this AgreementIndenture, in each case, to any Person other than (B) Indebtedness of a Loan Party, such Collateral shall be disposed of free and clear of the Liens created by the 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.Restricted Subsidiary that is not a Subsidiary Guarantor,

Asset Sales. Cause or make The Partnership shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, Sale unless: : (a) the Borrower Partnership (or such the Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) of the assets or Equity Interests issued or sold or otherwise disposed of; ; (b) except such fair market value is determined by the Partnership’s Board of Directors and evidenced by a resolution of the Board of Directors as set forth in an Officers’ Certificate delivered to the case of a Permitted Asset Swap, Trustee; and (c) at least 75% of the consideration therefor received by the Borrower Partnership or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash. For purposes of this provision and not for purposes of the definition of “Net Proceeds” (except to the extent set forth in such definition with respect to the conversion of non-cash or Cash Equivalents; provided that proceeds to cash), each of the amount of: following shall be deemed to be cash: (ix) any liabilities (as shown on the BorrowerPartnership’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes theretosheet) of the Borrower Partnership or such any Restricted Subsidiary, Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a any Restricted Subsidiary, ’s Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Partnership or such Restricted Subsidiary from further liability; and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing; (iiy) any securities securities, Notes or other obligations received by the Borrower Partnership or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Borrower Partnership or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 received in that conversion). Within 270 days after the receipt of any Net Proceeds from an Asset Sale, the Partnership or the Restricted Subsidiary 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 under Section 4.14 hereof; provided, however, that the Partnership or the Restricted Subsidiary, as the case may be, grants to the Trustee, on behalf of the Holders of the Notes a first priority perfected security interest, subject to Permitted Liens, on any such property or assets acquired or constructed with the Net Proceeds of any Asset Sale on the terms set forth herein. Pending the final application of any such Net Proceeds, the Partnership or the applicable Restricted Subsidiary may invest such Net Proceeds in Cash Equivalents held in an account in which the Trustee shall have a first priority perfected security interest, subject to Permitted Liens, for the benefit of the Holders of the Notes. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds.” Within ten days following the closing date that the aggregate amount of Excess Proceeds exceeds $5.0 million, the Partnership will make an offer (an “Asset Sale Offer”) to all Holders of Notes to purchase the maximum principal amount of Notes 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 to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuers may use such Asset Sale; and (iii) Excess Proceeds for any Designated Non-Cash Consideration received purpose not otherwise prohibited by this Indenture and the Borrower or such Restricted Subsidiary in Collateral Documents. If the aggregate principal amount of Notes tendered pursuant to such Asset Sale having an aggregate fair market valueOffer exceeds the amount of Excess Proceeds, taken together with all other Designated Non-Cash Consideration received pursuant the Trustee shall select the Notes to this clause (iii) that is at that time outstanding, not to exceed be purchased in 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 manner described under Section 3.02 hereof. Upon completion of each item Asset Sale Offer, the amount of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, Excess Proceeds 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 does not constitute an Asset Sale but is otherwise 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 the 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 foregoingreset at zero.

Asset Sales. Cause or make (a) The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, Sale unless: (ai) the Borrower (or such its Restricted Subsidiary, as the case may be, receives ) receive consideration at the time of such the Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of;; and (bii) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received in the Asset Sale by the Borrower or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as shown on the Borrower’s Equivalents or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations or that are owed to the Borrower or a Restricted Subsidiary, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing; (ii) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (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 to the Borrower or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with extent that all other Designated Non-Cash Consideration received pursuant to this clause (iii) that is at that such time outstanding, does not to exceed the greater of $150,000,000 50.0 million and 90.02.5% 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, Total Assets (with the fair market value 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). For purposes of this provision, shall each of the following will be deemed to be cash for purposes cash: (A) any liabilities, as shown on the Borrower’s most recent consolidated balance sheet, of this provision the Borrower or any Restricted Subsidiary (other than contingent liabilities and for no liabilities that are by their terms subordinated to the Obligations or any guarantee thereof) and assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Borrower or such Restricted Subsidiary from further liability; (B) any securities, notes or other purpose. To obligations received by the Borrower or any such Restricted Subsidiary from such transferee that are converted (by sale or other disposition) by the Borrower or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion within 60 days; and (C) reasonable reserves for indemnity obligations and purchase price adjustments funded in cash or held back by the purchaser. (b) Within 365 days after the receipt of any Collateral is disposed Net Proceeds from an Asset Sale or, if the Borrower or any of pursuant its Restricted Subsidiaries has entered into a binding commitment or commitments with respect to Permitted any of the actions described in Section 6.8(b)(iii)(A) through (iii)(C) below, within the later of (x) 365 days after the receipt of any Net Proceeds from an Asset Sale or (y) 365 days after the entering into such commitment or commitments, the Borrower (or the applicable Restricted Subsidiary, as expressly permitted the case may be) may apply such Net Proceeds: (i) in the case of a sale of assets of a Restricted Subsidiary of the Borrower that is not a Guarantor, to repay Indebtedness of that Restricted Subsidiary and correspondingly reduce commitments with respect thereto; (ii) in the case of a sale of assets pledged to secure Indebtedness (including Capital Lease Obligations), other than Parity Secured Debt, to repay the Indebtedness secured by those assets; (iii) in the case of any Asset Sale: (A) to acquire all or substantially all of the assets of (or any division, business unit or line of business of), or all or a majority of the Voting Stock of, a Person engaged in a Permitted Business, provided that such Person becomes a Restricted Subsidiary; (B) to make a capital expenditure (including, without limitation, a maintenance capital expenditure or expense); or (C) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; (iv) to collateralize the reimbursement obligations of the Borrower or any of its Restricted Subsidiaries in connection with surety or performance bonds or letters of credit or bankers’ acceptances issued in the ordinary course of business; or (v) any combination of the foregoing. (c) As to any Net Proceeds from any Asset Sale, pending final application of such Net Proceeds in accordance with this Section 6.8, the Borrower or any of its Restricted Subsidiaries may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Agreement. (d) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 6.05 or pursuant to any disposition that does not 6.8(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $40.0 million, the Borrower shall make an Asset Sale but Offer pursuant to Section 2.14(b) to all Lenders and an offer to all holders of other Parity Secured Debt that is pari passu with the Term Loans containing provisions similar to those set forth in this Agreement with respect to offers to purchase or redeem with the proceeds of sales of assets, an aggregate principal amount of Term Loans and such other Parity Secured Debt that may be purchased (or repaid, prepaid or redeemed) on a pro rata basis equal to the aggregate Excess Proceeds (an “Asset Sale Offer”). The offer price for the Term Loans in any Asset Sale Offer will be equal to 100% of the principal amount 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 Borrower may use those Excess Proceeds for any purpose not otherwise not prohibited under by this Agreement. If the aggregate principal amount of Term Loans and other Parity Secured Debt tendered into such Asset Sale Offer or other offer exceeds the amount of Excess Proceeds, in the Borrower will select the Term Loans and such other Parity Secured Debt to be purchased on a pro rata basis. Upon completion of each caseAsset Sale Offer, to any Person other than a Loan Party, such Collateral shall the amount of Excess Proceeds will be disposed of free and clear of the Liens created by the 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 foregoingreset at zero.

Asset Sales. Cause The Borrower will not, and will not permit any of its Subsidiaries to, sell, transfer, lease or make an Asset Saleotherwise dispose of any asset, unlessincluding any Equity Interest owned by it, nor will the Borrower permit any of its Subsidiaries to issue any additional Equity Interest in such Subsidiary, except: (a) sales or leases of inventory, used or surplus equipment and surplus office space in the ordinary course of business or otherwise in accordance with the customary practices of the Borrower and the Subsidiaries; (b) sales of securities or other instruments held by the Borrower or any Subsidiary for investment or cash management purposes, including (i) securities or other instruments held for purposes of hedging, offsetting or securing obligations of the Borrower or any Subsidiary incurred under any agreement to which the Borrower or such Restricted SubsidiarySubsidiary is a party and (ii) securities or other instruments acquired or held by the Borrower or such Subsidiary for purposes of seeding, funding or otherwise maintaining any investment product with respect to which the Borrower or such Subsidiary acts as an investment adviser, manager, distributor, general partner or in any similar capacity, in each case in the case may beordinary course of business or otherwise consistent with the customary practices of the Borrower and the Subsidiaries; (c) sales, receives consideration at transfers, dispositions and issuances (i) to a Loan Party or (ii) among any Subsidiaries that are not Loan Parties; (d) issuance of Equity Interests of any Subsidiary (such entity, the time “Issuer”) (other than Equity Interests of such Asset Sale at least equal Issuer that entitle the holder thereof to exercise voting rights with respect to the election of directors of such Issuer or any comparable voting rights (other than voting rights conferred by law or required by applicable regulations)) to any employee, partner or any other individual for the sole purpose of implementing ordinary course compensation arrangements (including incentive compensation arrangements) for such employee, partner or other individual, provided that if such Issuer is a Guarantor, such Issuer continues to be a Guarantor on the same terms and conditions as any Wholly-Owned Subsidiary; (e) sales, transfers and other dispositions of assets 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 (e) during any fiscal year of the Borrower shall not exceed the greater of $25,000,000 and 10% of Consolidated EBITDA for the period of the prior four consecutive fiscal quarters of the Borrower as of its most recently ended fiscal quarter; provided, however, that for purposes of the foregoing calculation, there shall not be included any assets the proceeds of which were or are applied within 12 months after the date of sale of such assets to either (A) the acquisition of, or reinvestment in, assets useful and intended to be used in the operation of the business of the Borrower and its Subsidiaries and having a fair market value (as determined in good faith by a Responsible Officer of the Borrower) at least equal to that of the assets sold so disposed of or otherwise disposed of;(B) the prepayment or payment of principal and accrued but unpaid interest, if any, and the applicable prepayment premium, if any, on a pro rata basis, of Senior Debt of the Borrower (other than Senior Debt owed to a Subsidiary or Affiliate); or (bf) except the sale or disposition of limited partnership interests in Artisan Partners LP to one or more Equity Participation Subsidiaries in accordance with the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash EquivalentsEquity Participation Subsidiary Transaction; provided that the amount of: all sales, transfers, leases and other dispositions permitted hereby (i) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are those permitted by their terms subordinated to the Obligations or that are owed to the Borrower or a Restricted Subsidiary, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing; (ii) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (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 Consideration received pursuant to this clause (iiic) 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, above) shall be deemed to be cash made 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 does not constitute an Asset Sale but is otherwise 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 the 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 foregoingfair value.

Asset Sales. Cause or make (a) The Parent will not, and will not permit any of the Restricted Subsidiaries to, consummate an Asset Sale, Sale unless: (a1) the Borrower Parent (or such the Restricted Subsidiary, as the case may be, ) receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value (measured as determined in good faith by of the Borrowerdate of the definitive agreement with respect to such Asset Sale) of the assets or shares of Capital Stock of a Restricted Subsidiary issued or sold or otherwise disposed of;; and (b2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received in the Asset Sale by the Borrower Parent or such Restricted Subsidiary, as together with the case may beconsideration received in all other Asset Sales since the Issue Date (on a cumulative basis), is in the form of cash or Cash Equivalents; provided that . For purposes of this provision, each of the amount offollowing will be deemed to be cash: (ia) any liabilities (liabilities, as shown on the BorrowerParent’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) , of the Borrower Parent or such any Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a Restricted Subsidiary, any Note Guarantee) (i) that are assumed by the transferee of any such assets and for which the Borrower and all of its Parent or such Restricted Subsidiaries Subsidiary, as the case may be, have been validly released by all creditors or indemnified against further liability or (ii) in writingrespect of which neither the Parent nor any Restricted Subsidiary following such Asset Sale has any obligation; (iib) any securities securities, notes or other obligations received by the Borrower Parent or any such Restricted Subsidiary from such transferee that are converted by the Borrower Parent or such Restricted Subsidiary within 365 days into cash (cash, to the extent of the cash received) within 180 days following the closing of such Asset Sale; andreceived in that conversion; (iiic) any Designated Non-Cash Noncash Consideration received by the Borrower or such Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value that, when taken together with all other Designated Non-Cash Noncash Consideration previously received pursuant to this clause (iii) that is at that time and then outstanding, does 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, Noncash Consideration (with the fair market value Fair Market Value of each item of Designated Non-Cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value) the greater of $300.0 million or 2.0% of Total Assets; and (d) any Investment, 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 stock, asset, property or as expressly permitted by this Section 6.05 or pursuant to any disposition that does not constitute an Asset Sale but is otherwise 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 capital expenditure of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized kind referred to take any actions deemed appropriate in order to effect the foregoingSection 4.10(b)(3).

Asset Sales. Cause (a) The Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, cause or make an Asset Sale, unless: unless (ax) the Borrower Issuer or such any Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by the BorrowerIssuer) of the assets sold or otherwise disposed of; of and (by) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as shown on the BorrowerIssuer’s or such a Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto) of the Borrower Issuer or such a Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a Restricted Subsidiary, any Subsidiary Guarantee) that are assumed by the transferee of any such assets and for which or that are otherwise cancelled or terminated in connection with the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing;transaction with such transferee, (ii) any notes or other obligations or other securities or assets received by the Borrower Issuer or such Restricted Subsidiary from such transferee that are converted by the Borrower Issuer or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received), (iii) within 180 days following the closing 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) consideration consisting of Indebtedness of the Issuer or a Restricted Subsidiary (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Issuer or any Restricted Subsidiary, and (iiiv) any Designated Non-Cash cash Consideration received by the Borrower Issuer or such any Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value (as determined in good faith by the Issuer), taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (iiiSection 4.06(a)(v) that is at that time outstanding, not to exceed the greater of $150,000,000 150 million and 90.0% of 0.20 multiplied by the Pro Forma EBITDA of the Borrower as of the end of Issuer for the most recently ended Test Period at four full fiscal quarters for which financial statements have been delivered to the time of Trustee immediately preceding the receipt of such Designated Non-Cash Consideration, cash Consideration and after giving pro forma effect thereto as if such event occurred at the beginning of such four fiscal quarters (with the fair market value Fair Market Value of each item of Designated Non-Cash 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 Cash Equivalents for the purposes of this provision Section 4.06(a). (b) Within 365 days after the Issuer’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, the Issuer 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 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 Issuer or any Subsidiary Guarantor shall so reduce Obligations under unsecured Pari Passu Indebtedness under this clause (D) (which, for no other purpose. To the extent any Collateral is disposed 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 Issuer will equally and ratably reduce Notes Obligations pursuant to Permitted Asset Sale Section 3.01, through open-market purchases (provided that such purchases are at or as expressly permitted 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 this Section 6.05 or pursuant to any disposition that does not constitute making an offer (in accordance with the procedures set forth below for an Asset Sale but 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 otherwise not prohibited under this Agreementin the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Issuer or in an increase in the percentage ownership by the Issuer (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 Person other than 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 Loan Party, such Collateral binding commitment shall be disposed of free and clear treated as a permitted application of the Liens created 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 365th 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 Issuer 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 Issuer 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 Issuer or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility or otherwise invest 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 Loan Documents, and time period set forth in the Administrative Agent or the Collateral Agenttwo immediately preceding paragraphs 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 applicabledescribed in clause (i) of this Section 4.06(b), shall be authorized deemed to take 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 $150 million, the Issuer shall make an offer to all holders of Notes (and, at the option of the Issuer, to holders of any actions 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 the date fixed for the closing of such offer, in accordance with the procedures set forth in this Section 4.06. The Issuer 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 $150 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. 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 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 other Pari Passu Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Issuer 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. (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) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, the Issuer 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 Issuer shall also irrevocably deposit with the Trustee or with the Paying Agent (or, if the 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 Issuer 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 Issuer 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 Issuer. 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 Issuer to the Trustee are greater than the purchase price of the Notes tendered, the Trustee shall deliver the excess to the Issuer 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 Issuer at the address specified in order the notice at least three Business Days prior to effect the foregoingpurchase date. Holders shall be entitled to withdraw their election if the Trustee or the 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 Issuer is required to purchase, selection of such Notes for purchase shall be made by the Issuer in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed (and the 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 (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. (f) Notices of an Asset Sale Offer shall be mailed by the Issuer by first class mail, postage prepaid, or delivered electronically if held by the Depository, at least 30 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. Cause or make The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless: Sale unless (a) the Borrower Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by accordance with the Borrowerdefinition of such term, the results of which determination shall be set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of; of and (b) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower Company or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalents; provided provided, however, that the amount of: of (i) any liabilities (as shown on the Borrower’s Company's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes theretosheet) of the Borrower Company or such Restricted Subsidiary, Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a Restricted Subsidiary, any guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing; (ii) any securities securities, notes or other obligations received by the Borrower Company or such Restricted Subsidiary from such transferee that are immediately converted by the Borrower Company or such Restricted Subsidiary into cash (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 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 Section 4.10. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds to (a) permanently repay the principal of any secured Indebtedness (to the extent of the fair value of the assets securing such Indebtedness, as determined by the Board of Directors) or (b) to acquire (including by way of a purchase of assets or stock, merger, consolidation or otherwise) Productive Assets. (Any such Net Proceeds that are applied to the acquisition of Productive Assets pursuant to any binding agreement to construct any new marine vessel useful in the business of the Company or any of its Restricted Subsidiaries shall be deemed to have been applied for such purpose within such 365-day period so long as they are so applied within 18 months of the effective date of such agreement but no later than two years after the date of receipt of such Net Proceeds.) Pending the final application of any such Net Proceeds, the Company or any such Restricted Subsidiary may temporarily reduce outstanding revolving credit borrowings, including borrowings under the Credit Facility, or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture, the Series A/B Indenture, the Series D Indenture and for no other purposethe Series F Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." Within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall commence a pro rata Asset Sale Offer pursuant to Section 3.09 hereof to purchase the maximum principal amount of Notes that may be purchased out of Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon, to the date of purchase, in accordance with the procedures set forth in Section 3.09 hereof; provided, however, that, if the Company is required to apply such Excess Proceeds to repurchase, or to offer to repurchase, any Pari Passu Indebtedness, the Company shall only be required to offer to repurchase the maximum principal amount of Notes that may be purchased out of the amount of such Excess Proceeds multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding and the denominator of which is the aggregate principal amount of Notes outstanding plus the aggregate principal amount of Pari Passu Indebtedness outstanding. To the extent any Collateral is disposed that the aggregate amount of Notes tendered pursuant to Permitted Asset Sale or as expressly permitted by this Section 6.05 or pursuant to any disposition that does not constitute an Asset Sale but Offer is otherwise not prohibited under this Agreementless than the amount that the Company is required to repurchase, in each casethe Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate amount of Notes surrendered by holders thereof exceeds the amount that the Company is required to repurchase, the Trustee shall select the Notes to any Person other than be purchased on a Loan Party, pro rata basis (with such Collateral shall adjustments as may be disposed of free and clear of the Liens created deemed appropriate by the Loan DocumentsTrustee so that only Notes in denominations of $1,000, and the Administrative Agent or the Collateral Agent, as applicableintegral multiples thereof, shall be authorized purchased). Upon completion of such offer to take purchase, the amount of Excess Proceeds shall be reset at zero. For purposes of this paragraph only, any actions reference herein to "Notes" shall be deemed appropriate in order to effect include the foregoingNotes and the Series A/B Notes, the Series D Notes and the Series F Notes.

Asset Sales. Cause Borrower shall not, and shall not permit any of its Subsidiaries to, Transfer any asset (including any Capital Stock owned by Borrower or make any of its Subsidiaries), including any Transfer, license or cross-license of Intellectual Property to, from or with an Asset SaleAffiliate of Borrower or any other Person, unlessnor shall Borrower permit any of its Subsidiaries to issue any additional Capital Stock in such Subsidiary (other than to Borrower or another Subsidiary of Borrower in compliance with Section 10.09), except: (a) sales of (i) inventory, used, worn-out, obsolete or surplus equipment or property and (ii) Permitted Investments, in each case in the ordinary course of business; (b) Transfers among Borrower or such Restricted Parties; provided that in the case of a Transfer where the transferee Borrower Party is a Subsidiary, as such Subsidiary is a Subsidiary Guarantor who has complied with the case may beterms of this Agreement, receives including the execution and delivery of the applicable Security Documents; (i) Permitted Intercompany Transfers and (ii) other Transfers from Borrower Parties to Subsidiaries that are not Subsidiary Guarantors, in the ordinary course of business and in an aggregate amount not to exceed $[***] in any fiscal year; (d) sales of assets, the proceeds of which are in an aggregate amount less than $[***]; provided that the consideration at the time of received for such Asset Sale assets shall be in an amount at least equal to the fair market value thereof (as determined in good faith by the Borrower) of the assets sold or otherwise disposed ofPrincipal Financial Officer); (be) except Non-exclusive licenses of patents, trademarks and other intellectual property rights granted by Borrower or its Subsidiaries in the case ordinary course of a Permitted Asset Swap, at least 75% business and not interfering in any respect with the ordinary conduct of the consideration therefor received by the business of Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations or that are owed to the Borrower or a Restricted Subsidiary, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing; (ii) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale; and (iiif) Transfers of accounts receivable in connection with the compromise, settlement or collection thereof (and not as part of any Designated Non-Cash Consideration received by financing transaction), effected in the Borrower or such Restricted Subsidiary ordinary course of business and in such Asset Sale having an aggregate fair market valueprincipal amount (prior to any compromise, taken together with all settlement or other Designated Non-Cash Consideration received pursuant to this clause (iiiadjustment) 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 does not constitute an Asset Sale but is otherwise 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 the 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 foregoingfiscal year.

Asset Sales. Cause or make an Asset Sale, unless: (a) The Authority will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i) the Borrower Authority (or such its Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in the good faith faith, reasonable judgment of the Management Board, as evidenced by the Borrowera resolution set forth in an Officer’s Certificate delivered to each Purchaser and holder of a Note) of the assets sold or otherwise disposed of; of and (bii) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower Authority or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalentscash; provided provided, however, that the amount of: Authority will not be permitted to make any Asset Sale of Key Project Assets. For purposes of this provision, each of the following shall be deemed to be cash: (iA) any liabilities (as shown that would appear on the BorrowerAuthority’s or such Restricted Subsidiary’s most recent balance sheet or prepared in the footnotes thereto) of the Borrower or such Restricted Subsidiary, accordance with GAAP (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a Restricted Subsidiary, any Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Authority or such Restricted Subsidiary from further liability; and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing; (iiB) any securities securities, notes or other obligations received by the Borrower Authority or any such Restricted Subsidiary from such transferee that are converted by the Borrower Authority or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 30 days following of the closing receipt thereof. (b) Within 360 days after the receipt of such any Net Proceeds from an Asset Sale, the Authority may apply such Net Proceeds, at its option, to (i) (A) retire Indebtedness secured by the asset which was the subject of the Asset Sale, including Indebtedness under the Bank Credit Facility; and provided, that in the case of a revolving loan agreement or similar arrangement, the commitment with respect thereto is permanently reduced by such amount, (B) repurchase, retire or repay the Notes or (C) retire, repay and permanently reduce other Indebtedness that is not Subordinated Indebtedness; provided, that the Notes are repurchased, retired or repaid on a pro rata basis; (ii) acquire the assets of, or a majority of the Voting Stock of, an entity engaged in the Principal Business or a Related Business; (iii) make capital expenditures or acquire other long-term assets that are used or useful in the Principal Business or a Related Business; or (iv) make an investment in the Principal Business or a Related Business or in tangible long-term assets used or useful in the Principal Business or a Related Business. Pending the final application of any Designated NonNet Proceeds of any Asset Sale, the Authority may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Agreement. At any time during such 360-Cash Consideration received by day period, the Borrower Authority may elect to treat all or any portion of such Restricted Subsidiary Net Proceeds as “Excess Proceeds,” and make an Asset Sale Offer to the holders of any Notes as set forth in Sections 9.8 and 10.5(c) hereof. (c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraphs will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Authority will, within 15 Business Days, make an offer to prepay the Notes (the “Prepayment Offer”), together with any senior Indebtedness ranking pari passu in right of payment with the Notes and containing similar provisions requiring the Authority to make an offer to repay or purchase such pari passu senior Indebtedness with the proceeds from such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause a cash offer (iii) that is at that time outstandingsubject only to conditions required by applicable law, not if any), pro rata in proportion 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 respective principal amounts of such Designated Non-Cash Considerationpari passu senior Indebtedness (or accreted values in the case of Indebtedness issued with an original issue discount) and the Notes (the “Asset Sale Offer”), in accordance 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 purposeSection 9.8. To the extent that any Collateral is disposed Excess Proceeds remain after consummation of pursuant to Permitted Asset Sale or as expressly permitted by this Section 6.05 or pursuant to any disposition that does not constitute an Asset Sale but is Offer, the Authority may use such Excess Proceeds for any purpose not otherwise not prohibited under by this Agreement. Upon completion of such Asset Sale Offer, in each case, to any Person other than a Loan Party, such Collateral the amount of Excess Proceeds shall be disposed of free and clear of the Liens created by the 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 foregoingreset at zero.

Asset Sales. Cause (a) The Issuer shall not, and shall not permit any Restricted Subsidiary to, cause or make an Asset Sale, unless: unless (ax) the Borrower Issuer or such any of its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (if the consideration for such Asset Sale is less than or equal to $25.0 million, as determined in good faith by the BorrowerIssuer or if the consideration for such Asset Sale exceeds $25.0 million, as determined by an Independent Financial Advisor) of the assets sold or otherwise disposed of; , (by) except in the case of a Permitted Asset Swap, at least 75% of the aggregate consideration therefor received in such Asset Sale, together with all other Asset Sales consummated by the Borrower Issuer or such Restricted Subsidiary, as the case may be, since the Issue Date (on a cumulative basis), is in the form of cash Cash Equivalents and (z) any grant or Cash Equivalentstransfer of net profits interests or Volumetric Production Payments that constitutes an Asset Sale does not exceed the greater of (i) $250.0 million and (ii) 17.0% of the net present value, discounted at 10% per annum, of the future net revenues expected to accrue to the Issuer’s and the Subsidiary Guarantors’ Proved Developed Producing Reserves, calculated in accordance with Strip Prices (determined as of the date of the definitive agreement with respect to such Asset Sale); provided that the amount of: (i) any liabilities (as shown on the BorrowerIssuer’s or such a Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto) of the Borrower Issuer or such any Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a Restricted Subsidiary, any Subsidiary Guarantee) that are assumed by the transferee of any such assets and for which or that are otherwise cancelled or terminated in connection with the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing;transaction with such transferee, (ii) any notes or other obligations or other securities or assets received by the Borrower Issuer or such Restricted Subsidiary from such transferee that are converted by the Borrower Issuer or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received), (iii) within 180 days following with respect to any Asset Sale of Oil and Gas Properties by the closing Issuer or any Restricted Subsidiary, the costs and expenses related to the exploration, development, completion or production of such Asset Sale; Oil and Gas Properties and activities related thereto agreed to be assumed by the transferee (or an Affiliate thereof), (iv) [reserved], (v) [reserved], and (iiivi) any Designated Non-Cash cash Consideration received by the Borrower Issuer or such any Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value (as determined in good faith by the Issuer), taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (iiivi) that is at that time outstanding, not to exceed the greater of $150,000,000 and 90.05% of EBITDA of the Borrower as of the end of the most recently ended Test Period Issuer’s Adjusted Consolidated Net Tangible Assets at the time of the receipt of such Designated Non-Cash Consideration, cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-Cash cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall be deemed to be cash Cash Equivalents for the purposes of this provision Section 4.06. (b) Within 365 days of the Issuer’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option: (i) to repay (v) Indebtedness constituting First-Priority Lien Obligations (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), (w) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor (provided that the assets disposed of in such Asset Sale were not assets of the Issuer or a Subsidiary Guarantor), (x) Obligations under the Notes, (y) other Pari Passu Indebtedness so long as the Net Proceeds from such Asset Sale are with respect to (A) assets that secure such other Pari Passu Indebtedness on a senior basis to the Notes Obligations or (B) assets not constituting Collateral or (z) Other Second-Lien Obligations (provided that if the Issuer or any Subsidiary Guarantor shall so reduce Other Second-Lien Obligations under this clause (z) (which for the avoidance of doubt will not constitute Indebtedness under clauses (v), (w), (x) or (y)), the Issuer will equally and ratably reduce Obligations under the Notes 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 no 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, if any, the pro rata principal amount of Notes, in each case other purposethan Indebtedness owed to the Issuer or an Affiliate of the Issuer); (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 Issuer), assets, or property or capital expenditures, in each case (x) used or useful in a Similar Business or (y) that replace the properties and assets that are the subject of such Asset Sale; provided that if the assets that were disposed of in the Asset Sale constituted Collateral, the assets acquired must also be Collateral; or (iii) to invest in Additional Assets; provided that if the assets that were disposed of in the Asset Sale constituted Collateral, the Additional Assets must also be Collateral; provided, that the requirement in clause (ii) or (iii) of this paragraph shall be deemed to be satisfied if a bona fide binding commitment to make the Investment or expenditure referred to therein is entered into by the Issuer or any of its Restricted Subsidiaries with a Person other than an Affiliate of the Issuer 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. (c) Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in 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 Section 4.06(b)(i), shall be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Issuer shall make an offer to all holders of Notes (and, at the option of the Issuer, to holders of any Other Second-Lien Obligations) (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes (and such Other Second-Lien Obligations), 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 Second-Lien Obligations 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 Second-Lien Obligations, such lesser price, if any, as may be provided for by the terms of such Other Second-Lien Obligations), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Section 4.06. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within 10 Business Days after the date that Excess Proceeds exceeds $20.0 million by delivering the notice required pursuant to the terms of Sections 3.05 and 4.06(f), with a copy to the Trustee. To the extent any Collateral is disposed that the aggregate amount of Notes (and such Other Second-Lien Obligations) tendered pursuant to Permitted Asset Sale or as expressly permitted by this Section 6.05 or pursuant to any disposition that does not constitute an Asset Sale but Offer is otherwise 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 Other Second-Lien Obligations) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Issuer, upon determination by the Issuer of the aggregate principal amount to be selected, shall select the Notes to be purchased in the manner described in Section 4.06(g). Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (d) Pending the final application of any such Net Proceeds pursuant to this Section 4.06, the Issuer or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in any manner not prohibited by this AgreementIndenture. (e) 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. (f) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, the Issuer shall deliver to the Trustee an Officers’ 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 the Asset Sale Offer purchase date, the Issuer shall also irrevocably deposit with the Trustee or with a paying agent (or, if the Issuer or a Wholly Owned Restricted Subsidiary is acting as the Paying Agent, segregate and hold in trust) an amount equal to the Asset Sale Offer purchase price to be paid 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 “Asset Sale Offer Period”), the Issuer 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 Issuer. The Trustee (or the Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each casetendering holder in the amount of the purchase price. In the event that the Excess Proceeds delivered by the Issuer to the Trustee are greater than the purchase price of the Notes tendered, the Trustee shall deliver the excess to the Issuer immediately after the expiration of the Asset Sale Offer Period for application in accordance with this Section 4.06. (g) Holders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to any Person other than a Loan Party, such Collateral the Issuer at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be disposed of free and clear entitled to withdraw their election if the Trustee or the Issuer receives not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Liens created holder, the principal amount of the Note which was delivered by the Loan Documentsholder for purchase and a statement that such holder is withdrawing his election to have such Note purchased. If at the end of the Asset Sale Offer Period more Notes (and such Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuer is required to purchase, selection of such Notes for purchase shall be made by the Issuer in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed (and the Administrative Agent Issuer shall notify the Trustee of any such listing), or if such Notes are not so listed, on a pro rata basis, to the Collateral Agentextent practicable, by lot or by such other method as the Issuer 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 authorized purchased in part. Selection of such Pari Passu Indebtedness shall be made pursuant to take the terms of such Pari Passu Indebtedness. (h) Notices of an Asset Sale Offer shall be mailed by the Issuer by first class mail, postage prepaid, or otherwise delivered in accordance with the applicable procedures of the Depository, at least 30 but not more than 60 days before the purchase date to each holder of Notes at such holder’s registered address (with a copy to the Trustee). If any actions deemed appropriate Note is to be purchased in order part only, any notice of purchase that relates to effect such Note shall state the foregoingportion of the principal amount thereof that has been or is to be purchased.

Asset Sales. Cause (a) Borrower shall not, and shall not permit any of the Restricted Subsidiaries to, cause or make an Asset Sale, unless: unless (ax) the Borrower or such any Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed of; , and (by) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as shown on the Borrower’s or such a Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto) of the Borrower or such a Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Obligations Loans or that are owed to the Borrower or a Restricted Subsidiary, any Guaranty) that are assumed by the transferee of any such assets and for which or that are otherwise cancelled or terminated in connection with the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing;transaction with such transferee, (ii) any notes or other obligations or other securities or assets received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received), (iii) within 180 days following the closing Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale; , to the 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 (iiiv) any Designated Non-Cash cash Consideration received by the Borrower or such any Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value (as determined in good faith by Borrower), taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (iiiSection 7.4(a)(v) that is at that time outstanding, not to exceed the greater of $150,000,000 400 million and 90.025% of Consolidated 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, cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-Cash cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall be deemed to be cash Cash Equivalents for the 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 does not constitute an Asset Sale but is otherwise 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 the 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 foregoing7.4(a).

Asset Sales. Cause (a) The Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, cause or make an Asset Sale, unless: (a1) the Borrower Issuer or such any of the Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by senior management or the BorrowerBoard of Directors of the Issuer) of the assets sold or otherwise disposed of; (b2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents, calculated on a cumulative basis from the Issue Date; and (3) to the extent that any consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale constitutes securities or other assets that are of a type or class that constitutes Collateral, such securities or other assets are added to the Collateral securing the Notes in the manner and to the extent required by this Indenture, any of the Collateral Documents or the Intercreditor Agreements with the Lien on such Collateral securing the Notes being of the same priority as the other Liens on the Collateral securing the Notes; provided that the amount of: (iA) any liabilities (as shown on the BorrowerIssuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto) of the Borrower Issuer or such any Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a Restricted Subsidiary, any Note Guarantee) (x) that are assumed by the transferee of any such assets and for from which the Borrower Issuer and all of its Restricted Subsidiaries have been validly released by all creditors in writing;writing or (y) in respect of which neither the Issuer nor any Restricted Subsidiary following such Asset Sale has any obligation, (iiB) any notes or other obligations or other securities or assets received by the Borrower Issuer or such Restricted Subsidiary from such transferee that are converted by the Borrower Issuer or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received) within 180 days following the closing of such Asset Sale; ), and (iiiC) any Designated Non-Cash cash Consideration received by the Borrower Issuer or such any of the Restricted Subsidiary Subsidiaries in such Asset Sale having an aggregate fair market valueFair Market Value (as determined in good faith by senior management or the Board of Directors of the Issuer), taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (iiiC) that is at that time outstanding, not to exceed the greater of $150,000,000 and 90.0(x) 2.50% of EBITDA of the Borrower as of the end of the most recently ended Test Period Total Assets and (y) $175.0 million at the time of the receipt of such Designated Non-Cash Consideration, cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-Cash cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall be deemed to be cash Cash Equivalents for purposes of this provision and for no other purpose. To Section 4.10(a). (b) Within 450 days after the Issuer’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option: (1) 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 does not constitute such Net Proceeds are from an Asset Sale but of Collateral, to repay (other than obligations in respect of a Permitted Securitization Financing) (a) First Lien Priority Indebtedness, including First Lien Priority Indebtedness under the Credit Agreement (and, if the Indebtedness repaid is otherwise not prohibited revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), (b) [reserved], or (c) Second Lien Priority Indebtedness, including the Notes (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto) (provided that if the Issuer or any Note Guarantor shall so reduce Obligations under this AgreementSecond Lien Priority Indebtedness other than the Notes, the Issuer will equally and ratably reduce Obligations under the Notes as provided under Section 3.07, 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 of Notes to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, the pro rata principal amount of Notes), in each case, other than Indebtedness owed to the Issuers or an Affiliate of the Issuers, (2) to the extent such Net Proceeds are from an Asset Sale of assets or property that do not constitute Collateral, to repay (other than obligations in respect of a Permitted Securitization Financing) (a) First Lien Priority Indebtedness, including First Lien Priority Indebtedness under the Credit Agreement (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), (b) Indebtedness of a Non-Guarantor Subsidiary, (c) Second Lien Priority Indebtedness, including the Notes (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto) (provided that if the Issuer or any Note Guarantor shall so reduce Obligations under Second Lien Priority Indebtedness other than the Notes, the Issuer will equally and ratably reduce Obligations under the Notes as provided under Section 3.07, 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 of Notes to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, the pro rata principal amount of Notes), (d) other Senior Pari Passu Indebtedness (provided that if the Issuer or any Note Guarantor shall so reduce Obligations under such other Senior Pari Passu Indebtedness, the Issuer will equally and ratably reduce Obligations under the Notes as provided in Section 3.07 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 of Notes to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, the pro rata principal amount of the Notes), or (e) other Indebtedness secured by a Lien on such assets, in each case, other than Indebtedness owed to the Issuers or an Affiliate of the Issuers, (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, such acquisition results in such Person becoming a Restricted Subsidiary), assets, 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; provided that to the extent that the assets disposed of in such Asset Sale were Collateral, such Capital Stock, assets or properties are pledged as Collateral under this Indenture and the Collateral Documents as required thereby with the Lien on such Collateral securing the Notes being of the same priority with respect to the Notes as the Lien on the assets disposed of in the Asset Sale, or (4) any combination of the foregoing. In the case of clause (3) of this Section 4.10(b), a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that in the event such binding commitment is later canceled or terminated for any reason before such Net Proceeds are so applied, the Issuer or such Restricted Subsidiary may satisfy its obligation as to any Person other than Net Proceeds by entering into another binding commitment within nine months of such cancellation or termination of the prior binding commitment; provided, further, that the Issuer or such Restricted Subsidiary may only enter into such a Loan Partycommitment under the foregoing provision one time with respect to each Asset Sale. Pending the final application of any such Net Proceeds, the Issuer or such Collateral Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in any manner not otherwise prohibited by this Indenture. Subject to the requirements of the Intercreditor Agreements, any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in the first sentence of this Section 4.10(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes, as described in clauses (1) and (2) of this Section 4.10(b), shall be disposed of free and clear deemed to have been invested within the meaning of the Liens created by prior sentence whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” When the Loan Documentsaggregate amount of Excess Proceeds exceeds $30.0 million, the Issuers shall make an offer to all Holders of Notes (and, at the option of the Issuers, to holders of any Second Lien Priority Indebtedness or, in the case of an Asset Sale of assets that are not Collateral, to holders of other Senior Pari Passu Indebtedness) (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes (and such Second Lien Priority Indebtedness or Senior Pari Passu Indebtedness, as applicable), that is at least $2,000 and an integral multiple of $1,000 that may be purchased out of the Administrative Agent Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof (or, in the event such Second Lien Priority Indebtedness or the Collateral AgentSenior Pari Passu Indebtedness, as applicable, was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest (or, in respect of such Second Lien Priority Indebtedness or Senior Pari Passu Indebtedness, as applicable, such lesser price, if any, as may be provided for by the terms of such Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture or the agreements governing the Second Lien Priority Indebtedness or Senior Pari Passu Indebtedness, as applicable. The Issuers shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceeds $30.0 million by mailing or electronically transmitting 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 such Second Lien Priority Indebtedness or Senior Pari Passu Indebtedness, as applicable) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes or any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes (and such Second Lien Priority Indebtedness or Senior Pari Passu Indebtedness, as applicable) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Issuer shall select the Notes and such other Second Lien Priority Indebtedness or Senior Pari Passu Indebtedness, as applicable, to be purchased in the manner described in Section 3.10. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be authorized reset at zero. (c) The Issuers shall comply, to take the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any actions other securities laws or regulations in connection with the repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed appropriate to have breached their obligations described in order this Indenture by virtue thereof. The Issuers may rely on any no-action letters issued by the SEC indicating that the staff of the SEC will not recommend enforcement action in the event a tender offer satisfies certain conditions. (d) The provisions under this Indenture relating to effect the foregoingIssuers’ obligation to make an Asset Sale Offer may be waived or modified with the written consent of a majority in principal amount of the Notes.

Asset Sales. Cause (a) Holdings shall not, and shall not permit any of the Restricted Subsidiaries to, cause or make an Asset Sale, unless: unless (ax) the Borrower Holdings or such any Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by the BorrowerHoldings) of the assets sold or otherwise disposed of; , and (by) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower Holdings or such Restricted Subsidiary, as the case may be, is in the form of cash Cash Equivalents or Cash EquivalentsAdditional Assets; provided that the amount of: (i) any liabilities (as shown on the Borrower’s Holdings’ or such a Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto) of the Borrower Holdings or such a Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a Restricted Subsidiary, any Subsidiary Guarantee) that are assumed by the transferee of any such assets and for which or that are otherwise cancelled or terminated in connection with the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing;transaction with such transferee, (ii) any notes or other obligations or other securities or assets received by the Borrower Holdings or such Restricted Subsidiary from such transferee that are converted by the Borrower Holdings or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received), (iii) within 180 days following with respect to any Asset Sale of Oil and Gas Properties by Holdings or any Restricted Subsidiary, the closing costs and expenses related to the exploration, development, completion or production of such Asset Sale; Oil and Gas Properties and activities related thereto agreed to be assumed by the transferee (or an Affiliate thereof), and (iiiiv) any Designated Non-Cash cash Consideration received by the Borrower Holdings or such any Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value (as determined in good faith by Holdings), taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (iiiSection 4.06(a)(iv) that is at that time outstanding, not to exceed the greater of $150,000,000 and 90.04% of EBITDA of the Borrower as of the end of the most recently ended Test Period Adjusted Consolidated Net Tangible Assets and $300.0 million at the time of the receipt of such Designated Non-Cash Consideration, cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-Cash cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall be deemed to be cash Cash Equivalents for the purposes of this Section 4.06(a). (b) Within 365 days after Holdings’ or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, Holdings 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 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 Subsidiary Guarantor, (C) Obligations under the Notes or (D) other Pari Passu Indebtedness (provided that if an Issuer or any Subsidiary Guarantor shall so reduce Obligations under unsecured Pari Passu Indebtedness, the Issuers will equally and ratably reduce Obligations under the Notes 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 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 and Additional Interest, if any, the pro rata principal amount of Notes, in each case other than Indebtedness owed to Holdings or an Affiliate of Holdings; (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 Holdings), 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 (iii) to invest in Additional Assets. 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 before such Net Proceeds are so applied, then such Net Proceeds shall constitute Excess Proceeds unless Holdings 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 Holdings 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 no other purposeany 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, Holdings or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest 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 sentence 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 invested whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuers shall make an offer to all holders of Notes (and, at the option of the Issuers, to holders of any Pari Passu Indebtedness) (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes (and such 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 Pari Passu Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest and Additional Interest, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Pari Passu Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Section 4.06. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceeds $50.0 million by mailing the notice required pursuant to the terms of Sections 3.05 and 4.06(f), with a copy to the Trustee. To the extent any Collateral is disposed that the aggregate amount of Notes (and such Pari Passu Indebtedness) tendered pursuant to Permitted Asset Sale or as expressly permitted by this Section 6.05 or pursuant to any disposition that does not constitute an Asset Sale but Offer is otherwise less than the Excess Proceeds, Holdings 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 Pari Passu Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee 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. (c) The Issuers 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 AgreementIndenture, the Issuers 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) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, Holdings shall deliver to the Trustee an Officers’ 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 a paying agent (or, if an Issuer or a Wholly Owned Restricted 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 Holdings 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 Issuers 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 casetendering 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 the Note, with an appropriate form duly completed, to any Person other than a Loan Party, such Collateral the Issuers at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be disposed of free and clear entitled to withdraw their election if the Trustee or an Issuer receives not later than one Business Day prior to the purchase date, a telegram, telex, facsimile transmission or letter setting forth the name of the Liens created holder, the principal amount of the Note which was delivered by the Loan Documentsholder 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 Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuers are required to purchase, and the Administrative Agent or the Collateral Agent, as applicable, selection of such Notes for purchase shall be authorized made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed, or if such Notes are not so listed, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements); provided that no Notes of $2,000 or less shall be purchased in part. Selection of such Pari Passu Indebtedness shall be made pursuant to take the terms of such Pari Passu Indebtedness. (f) Notices of an Asset Sale Offer shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase date to each holder of Notes at such holder’s registered address. If any actions deemed appropriate Note is to be purchased in order part only, any notice of purchase that relates to effect such Note shall state the foregoingportion of the principal amount thereof that has been or is to be purchased.

Asset Sales. Cause (a) The Issuers shall not, and shall not permit any of the Restricted Subsidiaries to, cause or make an Asset Sale, unless: unless (ax) the Borrower an Issuer or such any Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by the BorrowerIssuers) of the assets sold or otherwise disposed of; , and (by) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower such Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as shown on the Borroweran Issuer’s or such a Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto) of the Borrower an Issuer or such a Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a Restricted Subsidiary, any Subsidiary Guarantee) that are assumed by the transferee of any such assets and for which or that are otherwise cancelled or terminated in connection with the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing;transaction with such transferee, (ii) any notes or other obligations or other securities or assets received by the Borrower such Issuer or such Restricted Subsidiary from such transferee that are converted by the Borrower such Issuer or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received), (iii) within 180 days following the closing Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale; , to the extent that the Issuers 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 an Issuer or a Restricted Subsidiary (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not another Issuer or any Restricted Subsidiary, and (iiiv) any Designated Non-Cash cash Consideration received by the Borrower an Issuer or such any Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value (as determined in good faith by the Issuers), taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (iiiSection 4.06(a)(v) that is at that time outstanding, not to exceed the greater of $150,000,000 35.0 million and 90.0% of 0.40 multiplied by the Pro Forma EBITDA of the Borrower as of the end of Issuers for the most recently ended Test Period at the time of four full fiscal quarters for which internal financial statements are available immediately preceding the receipt of such Designated Non-Cash Consideration, cash Consideration and after giving pro forma effect thereto as if such event occurred at the beginning of such four fiscal quarters (with the fair market value Fair Market Value of each item of Designated Non-Cash 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 Cash Equivalents for the purposes of this provision and for no Section 4.06(a). (b) Within 360 days after an Issuer’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, such Issuer or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option: (i) to repay (A) Indebtedness constituting First Priority Lien Obligations (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 purpose. To the extent Pari Passu Indebtedness (provided that if an Issuer or any Collateral is disposed of pursuant to Permitted Asset Sale or as expressly permitted by this Section 6.05 or pursuant to any disposition Subsidiary Guarantor shall so reduce Obligations under Pari Passu Indebtedness that does not constitute First Priority Lien Obligations 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 Issuers will equally and ratably reduce Notes Obligations 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 but 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 otherwise not prohibited under this Agreementin the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Issuers or in an increase in the percentage ownership by the Issuers (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 Person other than 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 Loan Partybinding 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 such Issuer 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 such Issuer 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, such Collateral shall be disposed Issuer or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest 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 two immediately preceding paragraphs of free and clear this Section 4.06(b) (it being understood that any portion of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agentsuch Net Proceeds used to make an offer to purchase Notes, as applicabledescribed in clause (i)(C) of this Section 4.06(b), shall be authorized deemed to take 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, $40.0 million, the Issuers shall make an offer to all holders of Notes (and, at the option of the Issuers, to holders of any actions Pari Passu Lien Obligations or, unless the Asset Sale is with respect to Collateral, other Pari Passu Indebtedness) (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes (and such Pari Passu Lien Obligations or other Pari Passu Indebtedness) that is at least $1.00 and an integral multiple of $1.00 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 such Pari Passu Lien Obligations or 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 Pari Passu Lien Obligations or other Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Pari Passu Lien Obligations or other Pari Passu Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Section 4.06. The Issuers 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 $40.0 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. To the extent that the aggregate amount of Notes (and such Pari Passu Lien Obligations or other Pari Passu Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers 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 Pari Passu Lien Obligations or other Pari Passu Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee, upon receipt of notice from the Issuers of the aggregate principal amount to be selected, 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. (c) The Issuers 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 Issuers 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) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided in Section 4.06(b), the Issuers 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, (iii) the compliance of such allocation with the provisions of Section 4.06(b) and (iv) the satisfaction of the conditions precedent under this Indenture relating to the Asset Sale Offer. On such date, the Issuers shall also irrevocably deposit with the Trustee or with the Paying Agent (or, if the Issuers 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 Issuers 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 Issuers 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 Issuers at the address specified in order the notice at least three Business Days prior to effect the foregoingpurchase date. Holders shall be entitled to withdraw their election if the Trustee or an 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 Pari Passu Lien Obligations or 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 Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed (and the Issuers shall notify the Trustee in writing of any such listing or delisting, as the case may be), 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 Trustee shall deem fair and appropriate (and, in each case, in such manner as complies with the requirements of the Depository, if applicable); provided that no Notes of $1.00 or less shall be purchased in part. Selection of such other Pari Passu Lien Obligations or other Pari Passu Indebtedness shall be made pursuant to the terms of such other Pari Passu Lien Obligations or other 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 held by the Depository (with a copy to the Trustee), at least 30 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. Cause or make The Borrower shall not, and shall not permit any of its Subsidiaries to, consummate an Asset Sale, Sale unless: (ai) except with respect to an Asset Sale made pursuant to the Existing Purchase Option, the Borrower (or such Restricted Subsidiaryany of its Subsidiaries, as the case may be, ) receives consideration at the time of such the Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; (bii) except in the case of a Permitted Asset Swap, at least 7590% of the consideration therefor received in the Asset Sale by the Borrower or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalents; provided that cash. For purposes of this provision, each of the amount offollowing shall be deemed to be cash: (iA) any liabilities (liabilities, as shown on the Borrower’s or such Restricted Subsidiary’s 's most recent consolidated balance sheet or in the footnotes thereto) sheet, of the Borrower or such Restricted Subsidiary, any of its Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations or that are owed to Revolving Loans and the Borrower or a Restricted Subsidiary, Revolving Loan Guarantees) that are assumed by the transferee of any such assets and for which pursuant to a customary novation or similar agreement that releases the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writingor such Subsidiary from further liability; (iiB) any securities securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary from such transferee that are promptly, subject to ordinary settlement periods, converted by the Borrower or such Restricted Subsidiary into cash (cash, to the extent of the cash received) within 180 days following the closing of such Asset Salereceived in that conversion; and (iiiC) in connection with the exercise by a purchaser of an Existing Purchase Option, any Designated Non-Cash Consideration received amount owed by the Borrower or the applicable Subsidiary to the purchaser under the agreement containing such Restricted Subsidiary Existing Purchase Option that is set off by the purchaser against the purchase price; (iii) if the assets disposed of 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) include any component of a Facility that is at that time outstanding, not to exceed necessary for 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 operation of such Designated Non-Cash ConsiderationFacility, 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 involves the disposition of such Facility as expressly permitted by this Section 6.05 or pursuant to any disposition that does not constitute an a whole; and (iv) if the Asset Sale but involves the sale of a Facility or all or substantially all the assets of a Facility, (A) such Asset Sale is otherwise not prohibited under this Agreement, in each case, to any a Person other than a Loan Party, such Collateral shall be disposed of free and clear an Affiliate of the Liens created by the Loan DocumentsBorrower, and (B) all necessary and appropriate amendments are made to those Major Project Documents applicable to such Facility to remove such Facility from the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoingscope of such Major Project Documents.

Asset Sales. Cause (a) The Issuers shall not, and shall not permit any of the Restricted Subsidiaries to, cause or make an Asset Sale, unless: unless (ax) the Borrower an Issuer or such any Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by the BorrowerIssuers) of the assets sold or otherwise disposed of; , and (by) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower such Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as shown on the Borroweran Issuer’s or such a Restricted Subsidiary’s most recent balance sheet or in the footnotes Notes thereto) of the Borrower an Issuer or such a Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a Restricted Subsidiary, any Subsidiary Guarantee) that are assumed by the transferee of any such assets and for which or that are otherwise cancelled or terminated in connection with the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing;transaction with such transferee, (ii) any Notes or other obligations or other securities or assets received by the Borrower such Issuer or such Restricted Subsidiary from such transferee that are converted by the Borrower such Issuer or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received), (iii) within 180 days following the closing Indebtedness of any Issuer or Restricted Subsidiary that is no longer an Issuer or a Restricted Subsidiary as a result of such Asset Sale; , to the extent that the other Issuer 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 an Issuer or a Restricted Subsidiary (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not an Issuer or any Restricted Subsidiary, and (iiiv) any Designated Non-Cash cash Consideration received by the Borrower any Issuer or such any Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value (as determined in good faith by the Issuers), taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (iiiSection 4.06(a)(v) that is at that time outstanding, not to exceed the greater of $150,000,000 150.0 million and 90.05.0% of the Pro Forma EBITDA of the Borrower as of the end of Issuers for the most recently ended Test Period at the time of four full fiscal quarters for which internal financial statements are available immediately preceding the receipt of such Designated Non-Cash Consideration, cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-Cash cash Consideration being measured at the time received and without giving effect to subsequent changes in value) and after giving pro forma effect thereto as if such event occurred at the beginning of such four fiscal quarters, shall in each case be deemed to be Cash Equivalents for the purposes of this Section 4.06(a). (b) Within 365 days after any Issuer’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, such Issuer or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option: (i) to repay (A) Indebtedness constituting First Priority Lien Obligations (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) Notes Obligations or (D) other Pari Passu Indebtedness (other than First Priority Lien Obligations) (provided that if an Issuer or any Subsidiary Guarantor shall so reduce Obligations under other Pari Passu Indebtedness pursuant to this subclause (D) that does not constitute First Priority Lien Obligations (which does not include indebtedness described in subclauses (A), (B) and (C) of this Section 4.06(b)(i), even if such indebtedness may also constitute Pari Passu Indebtedness), the Issuers will equally and ratably reduce Notes Obligations 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), in each case other than Indebtedness owed to an Issuer or an Affiliate of the Issuers; 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 Issuers or in an increase in the percentage ownership by the Issuers (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 before such Net Proceeds are so applied, then such Net Proceeds shall constitute Excess Proceeds unless such Issuer 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 such Issuer 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, such Issuer or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest 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 sentence 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 $150.0 million, the Issuers shall make an offer to all holders of Notes (and, at the option of the Issuers, 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 other 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 other Pari Passu Indebtedness, such lesser price, if any, as may be provided for purposes 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 Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that the aggregate amount of Excess Proceeds exceeds $150.0 million by mailing, or delivering electronically if held by DTC, the notice required pursuant to the terms of this provision and for no other purposeIndenture, with a copy to the Trustee. To the extent any Collateral is disposed that the aggregate amount of Notes (and such other Pari Passu Indebtedness) tendered pursuant to Permitted Asset Sale or as expressly permitted by this Section 6.05 or pursuant to any disposition that does not constitute an Asset Sale but Offer is otherwise less than the Excess Proceeds, the Issuers 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 other Pari Passu Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee, upon receipt of notice from the Issuers of the aggregate principal amount to be selected, shall select the Notes to be purchased in the manner described in Section 4.06(d). Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (c) The Issuers 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 AgreementIndenture, the Issuers 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 Issuers 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 the Issuers 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 Issuers 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 Issuers 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 casetendering 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 any Person other than a Loan Party, such Collateral the Issuers at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be disposed of free and clear entitled to withdraw their election if the Trustee or the Issuers receive not later than one Business Day prior to the purchase date, a facsimile transmission or letter setting forth the name of the Liens created holder, the principal amount of the Note which was delivered by the Loan Documentsholder for purchase and a statement that such holder is withdrawing his election to have such Note purchased. (f) If more Notes (and such other Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuers are required to purchase, and the Administrative Agent or the Collateral Agent, as applicable, selection of such Notes for purchase shall be authorized made on a pro rata basis to take the extent practicable, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with the requirements of DTC, 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. (g) Notices of an Asset Sale Offer shall be mailed by the Issuers by first class mail, postage prepaid to each holder of Notes at such holder’s registered address, or delivered electronically if held at DTC, at least 30 but not more than 60 days before the purchase date. If any actions deemed appropriate note is to be purchased in order part only, any notice of purchase that relates to effect such note shall state the foregoingportion of the principal amount thereof that has been or is to be purchased.

Asset Sales. Cause (a) The Parent and the Issuers shall not, and shall not permit any of the other Restricted Subsidiaries to, cause or make an Asset Sale, unless: unless (ax) the Borrower Parent or such any Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by the BorrowerIssuer) of the assets sold or otherwise disposed of; , and (by) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower Parent or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount ofof each of the following shall be deemed to be Cash Equivalents for purposes of this provision: (i) any liabilities (as shown on the Borrower’s Parent or such a Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto) of the Borrower Parent or such a Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a Restricted Subsidiary, any Guarantee) that are assumed by the transferee of any such assets or that are otherwise canceled or terminated in connection with the transaction with such transferee, excluding (A) any Existing Notes and for which (B) any other Indebtedness included in the Borrower calculation of Consolidated Total Indebtedness that is both (1) unsecured or Junior Priority Indebtedness and (2) a direct obligation of, or guaranteed by, all or substantially all of its Restricted Subsidiaries have been validly released by all creditors in writingthe Issuers and the Guarantors; (ii) any notes or other obligations or other securities or assets received by the Borrower Parent or such Restricted Subsidiary from such transferee that are converted by the Borrower Parent or such Restricted Subsidiary into cash or Cash Equivalents within 180 days of the receipt thereof (to the extent of the cash received); (iii) within 180 days following the closing 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 (iiiv) any Designated Non-Cash cash Consideration received by the Borrower Parent or such any Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value (as determined in good faith by the Issuer), taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (iiiSection 4.06(a)(v) that is at that time outstanding, not to exceed the greater of $150,000,000 600.0 million and 90.04.0% of EBITDA of the Borrower as of the end of the most recently ended Test Period Total Assets at the time of the receipt of such Designated Non-Cash Consideration, cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-Cash cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (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 such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or invest 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 purposes 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 provision and for no other purposeIndenture, with a copy to the First Lien Trustee. To the extent any Collateral is disposed that the aggregate amount of Notes (and such Eligible Pari Passu Indebtedness) tendered pursuant to Permitted Asset Sale or as expressly permitted by this Section 6.05 or pursuant to any disposition that does not constitute an Asset Sale but Offer is otherwise less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose that is not prohibited under by this AgreementIndenture. 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 each casethe manner described in Section 4.06(e). Upon completion of any such Asset Sale Offer, to any Person other than a Loan Party, such Collateral the amount of Excess Proceeds shall be disposed reset at zero. (c) The Issuer will comply with the requirements of free Rule 14e-1 under the Exchange Act and clear any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the repurchase of the Liens created 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 Loan DocumentsFirst 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 Administrative Agent requirements of the Depository, if applicable); provided that no Notes of $2,000 or the Collateral Agent, as applicable, less shall be authorized purchased in part. Selection of such Eligible Pari Passu Indebtedness shall be made pursuant to take 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 actions deemed appropriate Note is to be purchased in order part only, any notice of purchase that relates to effect such Note shall state the foregoingportion of the principal amount thereof that has been or is to be purchased.

Asset Sales. Cause or make (a) The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, Sale unless: (ai) the Borrower (or such its Restricted Subsidiary, as the case may be, receives ) receive consideration at the time of such the Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of;; and (bii) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received in the Asset Sale by the Borrower or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as shown on the Borrower’s Equivalents or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations or that are owed to the Borrower or a Restricted Subsidiary, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing; (ii) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (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 to the Borrower or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with extent that all other Designated Non-Cash Consideration received pursuant to this clause (iii) that is at that such time outstanding, does not to exceed the greater of $150,000,000 50.0 million and 90.02.5% 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, Total Assets (with the fair market value 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). For purposes of this provision, shall each of the following will be deemed to be cash for purposes cash: (A) any liabilities, as shown on the Borrower’s most recent consolidated balance sheet, of this provision the Borrower or any Restricted Subsidiary (other than contingent liabilities and for no liabilities that are by their terms subordinated to the Obligations or any guarantee thereof) and assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Borrower or such Restricted Subsidiary from further liability; (B) any securities, notes or other purpose. To obligations received by the Borrower or any such Restricted Subsidiary from such transferee that are converted (by sale or other disposition) by the Borrower or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion within 180 days; and (C) reasonable reserves for indemnity obligations and purchase price adjustments funded in cash or held back by the purchaser. (b) Within 365 days after the receipt of any Collateral is disposed Net Proceeds from an Asset Sale or, if the Borrower or any of pursuant its Restricted Subsidiaries has entered into a binding commitment or commitments with respect to Permitted any of the actions described in Section 6.8(b)(iii)(A) through (iii)(C) below, within the later of (x) 365 days after the receipt of any Net Proceeds from an Asset Sale or (y) 365 days after the entering into such commitment or commitments, the Borrower (or the applicable Restricted Subsidiary, as expressly permitted the case may be) may apply such Net Proceeds: (i) in the case of a sale of assets of a Restricted Subsidiary of the Borrower that is not a Guarantor, to repay Indebtedness of that Restricted Subsidiary and correspondingly reduce commitments with respect thereto; (ii) in the case of a sale of assets pledged to secure Indebtedness (including Capital Lease Obligations), other than Parity Secured Debt, to repay the Indebtedness secured by those assets; (iii) in the case of any Asset Sale: (A) to acquire all or substantially all of the assets of (or any division, business unit or line of business of), or all or a majority of the Voting Stock of, a Person engaged in a Permitted Business, provided that such Person becomes a Restricted Subsidiary; (B) to make a capital expenditure (including, without limitation, a maintenance capital expenditure or expense); or (C) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; (iv) to collateralize the reimbursement obligations of the Borrower or any of its Restricted Subsidiaries in connection with surety or performance bonds or letters of credit or bankers’ acceptances issued in the ordinary course of business; or (v) any combination of the foregoing. (c) As to any Net Proceeds from any Asset Sale, pending final application of such Net Proceeds in accordance with this Section 6.8, the Borrower or any of its Restricted Subsidiaries may temporarily reduce revolving credit borrowings or otherwise use the Net Proceeds in any manner that is not prohibited by this Agreement. (d) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 6.05 or pursuant to any disposition that does not 6.8(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $40.0 million, the Borrower shall make an Asset Sale but Offer pursuant to Section 2.14(b) to all Lenders and an offer to all holders of other Parity Secured Debt that is pari passu with the Term Loans containing provisions similar to those set forth in this Agreement with respect to offers to purchase or redeem with the proceeds of sales of assets, an aggregate principal amount of Term Loans and such other Parity Secured Debt that may be purchased (or repaid, prepaid or redeemed) on a pro rata basis equal to the aggregate Excess Proceeds (an “Asset Sale Offer”). The offer price for the Term Loans in any Asset Sale Offer will be equal to 100% of the principal amount 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 Borrower may use those Excess Proceeds for any purpose not otherwise not prohibited under by this Agreement. If the aggregate principal amount of Term Loans and other Parity Secured Debt tendered into such Asset Sale Offer or other offer exceeds the amount of Excess Proceeds, in the Borrower will select the Term Loans and such other Parity Secured Debt to be purchased on a pro rata basis. Upon completion of each caseAsset Sale Offer, to any Person other than a Loan Party, such Collateral shall the amount of Excess Proceeds will be disposed of free and clear of the Liens created by the 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 foregoingreset at zero.

Asset Sales. Cause (a) The Parent will not, and will not cause or make permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale, Sale unless: (ai) the Borrower Parent (or such the Restricted Subsidiary, as the case may be, ) receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value (measured as determined in good faith by of the Borrowerdate of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of;; and (bii) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received in the Asset Sale by the Borrower Parent or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalents; provided that . For purposes of this provision, each of the amount offollowing will be deemed to be cash: (iA) any liabilities (liabilities, as shown on the Borrower’s or such Restricted SubsidiaryParent’s most recent consolidated balance sheet or in the footnotes thereto) sheet, of the Borrower Parent or such any of its Restricted Subsidiary, Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a Restricted Subsidiary, any Note Guarantee) that are assumed by the transferee of any such assets and for which pursuant to a customary novation or indemnity agreement that releases the Borrower and all of its Parent or such Restricted Subsidiaries have been validly released by all creditors in writingSubsidiary from or indemnifies against further liability; (iiB) any securities securities, notes or other obligations received by the Borrower Parent or any such Restricted Subsidiary from such transferee that are converted by the Borrower Parent or such Restricted Subsidiary into cash (or Cash Equivalents within 90 days following the closing of the Asset Sale, to the extent of the cash receivedor Cash Equivalents received in that conversion; (C) within 180 days Indebtedness of any Restricted Subsidiary of the Parent or Preferred Stock of a Subsidiary Guarantor, in each case that is no longer a Restricted Subsidiary of the Parent as a result of such Asset Sale, to the extent that the Parent and its Restricted Subsidiaries following such Asset Sale are released from any guarantee of such Indebtedness or Preferred Stock in connection with such Asset Sale; (D) consideration consisting of Indebtedness of the closing Parent or any of its Restricted Subsidiaries or Preferred Stock of a Subsidiary Guarantor which is either repaid in full or cancelled in connection with such Asset Sale; and (iiiE) any Designated Non-Cash Consideration received Capital Stock or assets of the kind referred to in Section 4.10(c)(ii) or (iv), provided that, in no event will the Parent or any of its Restricted Subsidiaries sell, lease, convey or otherwise dispose of all or part of the Specified Asset other than (i) to the Issuer or a Guarantor or (ii) in a sale and lease back transaction permitted by Section 4.15 (a “Specified Asset Sale and Leaseback”). (b) Within 30 Business Days of any Specified Asset Sale and Leaseback entered into in compliance with this Indenture, including this Section 4.10 and Sections 4.15 and 4.21, the Borrower Issuer will apply the Net Proceeds from such Specified Asset Sale and Leaseback (a) to repay, repurchase, prepay or redeem outstanding Indebtedness of the Parent or any other Guarantor incurred pursuant to Section 4.09(b)(i) and (b) with the balance of such Restricted Subsidiary in Net Proceeds after making such repayment, repurchase, prepayment or redemption, to make an Asset Sale Offer (as defined below). Upon the completion of such Asset Sale having Offer, any Net Proceeds not applied to such Asset Sale Offer will not constitute Excess Proceeds (as defined below) and may be used by the Parent and its Restricted Subsidiaries in any manner not prohibited by this Indenture. (c) Within 360 days after the receipt of any Net Proceeds from an aggregate fair market valueAsset Sale, taken together with all the Parent (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds: (i) to repay, repurchase, prepay or redeem (a) Indebtedness of the Parent or any other Designated Non-Cash Consideration received Guarantor incurred pursuant to this clause Section 4.09(b)(i) that is secured by a Lien on the Collateral and that is not subordinated in right of payment with the Notes or the Note Guarantees, and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto, (b) Indebtedness of a Restricted Subsidiary of the Parent that is not a Guarantor or (c) the Notes pursuant to an offer to all holders of Notes at a purchase price equal to 100% of the principal amount, plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase (a “Notes Offer”); (ii) to acquire (or enter into a binding agreement to acquire, provided that such commitment will be subject only to customary conditions (other than financing) and such acquisition will be consummated within 180 days after the end of such 360 day period) 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 Parent; (iii) to make a capital expenditure; or (iv) to acquire (or enter into a binding agreement to acquire, provided that such commitment will be subject only to customary conditions (other than financing) and such acquisition will be consummated within 180 days after the end of such 360 day period) other assets (other than Capital Stock) 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 the applicable Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is at not prohibited by this Indenture. (d) Any Net Proceeds from Asset Sales that time outstandingare not applied or invested as provided in Section 4.10(c) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds £15.0 million, not within five Business Days thereof, the Issuer will make an Asset Sale Offer to exceed all Holders of Notes and make an offer to all holders of other Indebtedness that is pari passu with the greater Notes or any Note Guarantee containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of $150,000,000 sales of assets in accordance with Section 3.10 hereof to purchase, prepay or redeem the maximum principal amount of Notes and 90.0such 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 EBITDA the principal amount, plus accrued and unpaid interest and Additional Amounts, if any, to the date of purchase, prepayment or redemption, subject to the Borrower 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 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 pari passu Indebtedness tendered into (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, or if the aggregate principal amount of Notes tendered pursuant to a Notes Offer exceeds the amount of Net Proceeds so applied, the Trustee will select the Notes and 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. For the purposes of calculating the principal amount of any such Indebtedness not denominated in sterling, such Indebtedness shall be calculated by converting any such principal amounts into their Sterling Equivalent determined as of the end Business Day immediately prior to the date on which the Asset Sale Offer is announced. Upon completion of each Asset Sale Offer, the most recently ended Test Period amount of Excess Proceeds will be reset at the time of the receipt of such Designated Non-Cash Consideration, zero. (e) The Issuer will comply with the fair market value requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with each item repurchase of Designated Non-Cash Consideration being measured at the time received and without giving effect Notes pursuant to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purposea Notes Offer or an Asset Sale Offer. To the extent that the provisions of any Collateral is disposed securities laws or regulations conflict with the provisions of pursuant to Permitted Asset Sale Section 3.10 hereof or as expressly permitted by this Section 6.05 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 hereof or pursuant to any disposition that does not constitute an Asset Sale but is otherwise not prohibited under this Agreement, in each case, to any Person other than a Loan Party, Section 4.10 by virtue of such Collateral shall be disposed of free and clear of the Liens created by the 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 foregoingcompliance.

Asset Sales. Cause or make The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless: Sale unless (ai) the Borrower Company or such the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the BorrowerCompany's Board of Directors), (ii) of the assets sold or otherwise disposed of; (b) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower Company or such the Restricted Subsidiary, as the case may be, is in the form of from such Asset Sale shall be cash or Cash Equivalents; provided that the amount of: of (ia) any liabilities (as shown on the Borrower’s Company's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes theretosheet) of the Borrower Company or any such Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Obligations or that are owed to the Borrower or a Restricted Subsidiary, Notes) that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing; assets, (iib) any securities notes or other obligations received by the Borrower Company or any such Restricted Subsidiary from such transferee that are immediately converted by the Borrower Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale; and and (iiic) any Designated Non-Cash Noncash Consideration received by the Borrower Company or such any of its Restricted Subsidiary Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Noncash Consideration received pursuant to this clause (iiic) that is at that time outstanding, not to exceed the greater of $150,000,000 and 90.010% of EBITDA of the Borrower as of the end of the most recently ended Test Period Total Assets at the time of the receipt of such Designated Non-Cash Consideration, Noncash Consideration (with the fair market value of each item of Designated Non-Cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall be deemed to be cash for the purposes of this provision provision, and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof either (A) to repay any Senior Debt and, in the case of any Senior Debt under any revolving credit facility, effect a commitment reduction under such revolving credit facility, (B) to reinvest in Productive Assets, or (C) a combination of prepayment, repurchase and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Cash Proceeds in Cash Equivalents. On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) or (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), the aggregate amount of Net Cash Proceeds that have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis that amount of Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the Accreted Value thereon on the date fixed for no the closing of such offer plus accrued and unpaid Liquidated Damages thereon, if any (if prior to the Full Accretion Date), or 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (if after the Full Accretion Date); provided, however, that if at any time any non-cash consideration (including any Designated Noncash Consideration) received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other purposethan 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 covenant. Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $10.0 million, the application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount to a Net Proceeds Offer may be deferred until such time as such Net Proceeds Offer Amount plus the aggregate amount of all Net Proceeds Offer Amounts arising subsequent to the Net Proceeds Offer Trigger Date relating to such initial Net Proceeds Offer Amount from all Asset Sales by the Company and its Restricted Subsidiaries aggregates at least $10.0 million, at which time the Company or such Restricted Subsidiary shall apply all Net Cash Proceeds constituting all Net Proceeds Offer Amounts that have been so deferred to make a Net Proceeds Offer (the first date the aggregate of all such deferred Net Proceeds Offer Amounts is equal to $10.0 million or more shall be deemed to be a "Net Proceeds Offer Trigger Date"). Notwithstanding the two immediately preceding paragraphs, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Productive Assets, cash, Cash Equivalents and/or Marketable Securities and (ii) such Asset Sale is for fair market value (as determined in good faith by the Company's Board of Directors); provided that any consideration not constituting Productive Assets received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall be subject to the provisions of the two preceding paragraphs. To the extent that the provisions of any Collateral is disposed of pursuant to Permitted securities laws or regulations conflict with the Asset Sale or as expressly permitted by provisions of this Section 6.05 or pursuant Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to any disposition that does not constitute an have breached its obligations under the Asset Sale but is otherwise not prohibited under provisions of 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 Indenture by the 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 foregoingvirtue thereof.

Asset Sales. Cause Dispose of any of its Assets, whether now owned or make an Asset Salehereafter acquired, unlessor, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Borrower Disposition of obsolete, uneconomic or such Restricted Subsidiaryworn out property, or property which in the good faith judgment of the Borrower, Holdings or any Subsidiary Guarantor, as applicable, is no longer useful in its business; provided, however, that any Disposition of Assets by Pagbilao or Sual shall not impair in any material respect the case may beability of Pagbilao or Sual to perform its obligations under the Pagbilao ECA or the Sual ECA, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed ofrespectively; (b) except the Disposition of inventory in the case ordinary course of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations or that are owed to the Borrower or a Restricted Subsidiary, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writingbusiness; (iic) Dispositions of Cash Equivalents or other short-term investments; (d) the Disposition by the Borrower, Holdings or any Subsidiary Guarantor of power, capacity, fuel and other products or services in the ordinary course of business (it being understood that ordinary course of business shall not impose a limitation on the volume of any transaction); (e) any securities received by the Borrower Disposition of Assets or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent related series of Dispositions of Assets of the cash receivedBorrower, Holdings or any Subsidiary Guarantor; provided, however, that any Disposition of Assets by Pagbilao or Sual shall not impair in any material respect the ability of Pagbilao or Sual to perform its obligations under the Pagbilao ECA or the Sual ECA, respectively; and provided, further, that none of the Borrower, Holdings or any Subsidiary Guarantor shall Dispose of any Capital Stock of Pagbilao or Sual other than (x) within 180 days following to comply with the closing of such Asset Sale; andIPO Requirement or (y) as permitted by Section 6.7(a); (iiif) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary Payments permitted under Section 6.4; and (g) Compromises and settlements of claims against third parties and Dispositions of Assets in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $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, connection with the fair market value settlement of each item claims and litigation; provided, that any Disposition of Designated Non-Cash Consideration being measured at Assets by Pagbilao or Sual shall not impair in any material respect the time received and without giving effect ability of Pagbilao or Sual to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other purpose. To perform its obligations under 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 does not constitute an Asset Sale but is otherwise 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 the Loan Documents, and the Administrative Agent Pagbilao ECA or the Collateral AgentSual ECA, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoingrespectively.

Asset Sales. Cause or make The Borrower will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, Sale unless: (a1) the Borrower (or such Restricted Subsidiary, as the case may be, ) receives consideration at the time of such the Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) of the assets or Equity Interests issued or sold or otherwise disposed of;; and (b2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received in the Asset Sale by the Borrower or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalents; provided that . For purposes of clause (2) above, the amount of: of (i) any liabilities other than contingent liabilities (as shown on the Borrower’s or such the applicable Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto) of the Borrower or such any Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Obligations Loans or that are owed to the Borrower or a Restricted Subsidiary, Guarantees) that are assumed by the transferee of any such assets and for from which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors the applicable creditor(s) in writing; , (ii) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale; and , (iii) any assets described in clauses (2) or (3) below, and (iv) any Designated Non-Cash cash Consideration received by the Borrower or such any of its Restricted Subsidiary Subsidiaries in such Asset Sale having an aggregate fair market valuevalue (as determined in good faith by the Board of Directors of the Borrower), taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (iiiiv) that is at that time outstanding, not to exceed the greater of (x) $150,000,000 75,000,000 and 90.0(y) an amount equal to 2% of EBITDA Total Assets of the Borrower as of on the end of the most recently ended Test Period at the time of the receipt of date on which such Designated Non-Cash Consideration, cash Consideration is received (with the fair market value of each item of Designated Non-Cash 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 paragraph and for no other purpose. To The Net Proceeds of any Prepayment Asset Sale occurring prior to the extent Conversion Date shall be applied as set forth in Section 2.04(b)(iii). With respect to any Collateral 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 (a) 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 disposed not a Guarantor (other than Indebtedness owed to the Borrower of another Restricted Subsidiary) and (iii) to reduce or fulfill Obligations under Senior Subordinated 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 Subordinated 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 Permitted Asset Sale clause (a)(1), (2) or (3) above, provided that such binding commitment shall be treated as expressly a permitted by this Section 6.05 application of the Net Proceeds from the date of such commitment until the earlier of (x) the date on which such acquisition or pursuant to any disposition that does not constitute expenditure is consummated, and (y) the 180th day following the expiration of the aforementioned 365 day period. Any Net Proceeds from an Asset Sale but 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 Subordinated Pari Passu Indebtedness, to the holders of such Senior Subordinated Pari Passu Indebtedness, on a pro rata basis, the maximum principal amount of Loans and such other Senior Subordinated 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 Borrower or the applicable Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is otherwise not prohibited under by this Agreement. If any Excess Proceeds remain after consummation of an Asset Sale Offer, in each casethe 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, to any Person other than a Loan Party, such Collateral shall be disposed of free and clear of the Liens created by the Loan Documents, and the Administrative Agent or will select the Collateral AgentLoans to be prepaid on a pro rata basis. Upon completion of each Asset Sale Offer, as applicable, shall the amount of Excess Proceeds will be authorized to take any actions deemed appropriate in order to effect the foregoingreset at zero.

Asset Sales. Cause or make an (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate any Asset Sale, unless: (a1) the Borrower consideration received by the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale Subsidiary is at least equal to the fair market value (as determined in good faith by the Borrower) Fair Market Value of the assets sold or otherwise disposed of;, and (b2) except in the case of a Permitted Asset Swap, at least 7575.0% of the consideration therefor received by the Borrower Issuer or such Restricted Subsidiary, as the case may be, is in the form Subsidiary consists of cash or Cash Equivalents; Equivalents or Replacement Assets; provided that that, with respect to the amount ofsale of one or more Properties, up to 75.0% 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 clause (2), the following will be deemed to be cash: (iA) any liabilities (as shown on of the Borrower’s Issuer or any such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a Restricted Subsidiary, any Note Guarantee) that are assumed by the transferee of any such assets and for which either (a) the Borrower Issuer and all of its any such Restricted Subsidiaries have been validly released by all the creditors or (b) the transferee and/or an Affiliate thereof has agreed in writing;writing to fully indemnify the Issuer or such Restricted Subsidiaries; (iiB) any securities securities, evidences of Indebtedness, notes or other obligations received by the Borrower Issuer or any such Restricted Subsidiary from such transferee that are converted by the Borrower Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) or Cash Equivalents within 180 days following of the closing consummation of such Asset Sale; Sale; and (iiiC) any Designated Non-Cash cash Consideration received by the Borrower Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (iiiC) that is at that time outstanding, not to exceed the greater of $150,000,000 180.0 million and 90.0an amount equal to 2.5% of EBITDA of the Borrower Adjusted Total Assets, as of the end any date of the most recently ended Test Period at the time of the receipt of such Designated Non-Cash ConsiderationIncurrence, with the fair market value Fair Market Value of each item of Designated Non-Cash cash Consideration being measured at the time received and without giving effect to subsequent changes in value. (b) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Issuer will or will cause such Net Cash Proceeds (or an amount equal to the amount of such Net Cash Proceeds) to be applied to: (1) (i) make any repayments of Pari Passu Obligations to the extent required pursuant to the RLJ Credit Agreements or any Refinancing thereof (without obligation to permanently reduce commitments with respect thereto unless required under the RLJ Credit Agreements or any Refinancing thereof) or (ii) otherwise to permanently reduce Obligations constituting Pari Passu Obligations and, if the Indebtedness repaid is a revolving credit facility or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto; provided that (x) to the extent the terms of Pari Passu Obligations (other than Obligations under the Notes) require that such Pari Passu Obligations are repaid with the Net Cash Proceeds from an Asset Sale prior to repayment of other Indebtedness (including the Notes), the Issuer and the Restricted Subsidiaries shall be deemed entitled to be cash for purposes repay such other Pari Passu Obligations prior to repaying Obligations under the Notes and (y) except as provided in the foregoing clause (x), if the Issuer or any Restricted Subsidiary shall so reduce Pari Passu Obligations, the Issuer will, equally and ratably, reduce Obligations under the Notes as provided under the caption “—Optional redemption,” through open-market purchases (provided that such purchases are at or above 100% of this provision the principal amount thereof) or by making an offer (in accordance with the procedures set forth herein) to all Holders to purchase their Notes at a price equal to 100% of the principal amount thereof, plus accrued and for no other purpose. To unpaid interest on the extent any Collateral is disposed principal amount of Notes so purchased; (2) fund all or a portion of an optional redemption of the Notes pursuant to Permitted Section 3.07 hereof or repurchase the Notes in open market transactions if such repurchase is not otherwise prohibited by this Indenture; (3) permanently reduce Obligations ranking pari passu with the Notes other than Pari Passu Obligations so long as the relevant Net Cash Proceeds are received with respect to an Asset Sale or as expressly permitted by this Section 6.05 or pursuant to any disposition of property that does not constitute Collateral; provided that if the Issuer or any Restricted Subsidiary shall so reduce any such Pari Passu Obligations, the Issuer will equally and ratably reduce or offer to reduce Obligations under the Notes in any manner set forth in clause (1)(y) above (based on the amounts so applied to such repayments or prepayments); (4) permanently reduce Secured Indebtedness of the Issuer or any Subsidiary Guarantor or Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor, in each case owing to a Person other than the Issuer or any of its Restricted Subsidiaries; (5) make (A) an Asset Sale but investment in or acquisition of any one or more Replacement Assets, (B) capital expenditures in a Related Business owned by the Issuer or a Restricted Subsidiary or (C) an acquisition of other assets of a nature or type that are used in or useful to the business of the Issuer or any of its Restricted Subsidiaries existing on the date of such investment, capital expenditure or acquisition; provided that the assets (including Capital Stock) acquired with the Net Cash Proceeds of a disposition of Collateral are pledged as Collateral to the extent required under the Security Documents (except to the extent a Lien thereon is not required by, or is released by lenders, under the RLJ Credit Agreements or any Refinancing thereof); or (6) any combination of the foregoing; provided, that the Issuer will be deemed to have complied with the provisions described in clause (5) of this Section 4.09 if and to the extent that the Issuer or any of its Restricted Subsidiaries enter into a definitive agreement committing to make such investment, acquisition or capital expenditure or so invest within such 365-day period, which acquisition, capital expenditure or investment shall be made within 180 days after the end of such 365-day period. Pending the application of any such Net Cash Proceeds as described above, the Issuer may temporarily reduce Indebtedness or otherwise invest such Net Cash Proceeds in any manner that is not prohibited under by this AgreementIndenture. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 365-day period as set forth in the preceding sentence and not applied (or committed to be applied) as so required by the end of such period 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 $75.0 million, the Issuer must commence, not later than 20 Business Days thereafter, and consummate an Offer to Purchase from the Holders 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 an Offer to Purchase or redeem with the proceeds of sales of assets, on a pro rata basis, an aggregate principal amount of Notes and such other pari passu Indebtedness equal to the Excess Proceeds on such date, at a purchase price equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness plus, in each case, accrued and unpaid interest to, but not including the Payment Date. If the aggregate principal amount of Notes and other pari passu Indebtedness with the Notes tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, then the Notes and such other pari passu Indebtedness will be purchased on a pro rata basis based on the principal amount of the Notes and such other pari passu Indebtedness tendered. Upon completion of each Offer to Purchase, any remaining Excess Proceeds (subject, in the case of an Offer to Purchase for less than the full amount of the Notes, to such Offer to Purchase) will no longer be deemed to be Excess Proceeds and may be applied to any Person other than a Loan Partypurpose not prohibited under this Indenture. 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 Offer to Purchase in connection with an Asset Sale. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.09, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.09 by virtue of such Collateral shall be disposed of free and clear of the Liens created by the 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 foregoingcompliance.

Asset Sales. Cause or make (a) Parent will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, Sale unless: (ai) the Borrower Parent (or such its Restricted SubsidiarySubsidiaries, as the case may be, ) receives consideration at the time of such the Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; (bii) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received in the Asset Sale by the Borrower Parent or such its Restricted Subsidiary, as the case may be, Subsidiaries is in the form of cash or Cash Equivalents; provided that . For purposes of this clause (ii), each of the amount offollowing will be deemed to be cash: (iA) except in the case of a Sale of Notes Priority Collateral, any liabilities (liabilities, as shown on the Borrower’s or such Restricted SubsidiaryParent’s most recent consolidated balance sheet sheet, of Parent or in the footnotes thereto) of the Borrower or such any Restricted Subsidiary, Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations Loans or that are owed to the Borrower or a Restricted Subsidiary, any Loan Guarantee) that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writingpursuant to a customary assumption or similar agreement; (iiB) any securities securities, notes or other obligations received by the Borrower Parent or such any Restricted Subsidiary from such transferee that are converted by the Borrower Parent or such any Restricted Subsidiary into cash (or Cash Equivalents within 180 days of receipt thereof, to the extent of the cash received) within 180 days following the closing of such Asset Sale; andor Cash Equivalents received in that conversion; (iiiC) any Designated Non-Cash Noncash Consideration received by the Borrower Parent or such any Restricted Subsidiary in such Asset Sale having an aggregate fair market valuea Fair Market Value, taken together with all other Designated Non-Cash Noncash Consideration received pursuant to this clause (iiiC) that is at that time outstanding, not to exceed the greater of (x) $150,000,000 15.0 million and 90.0(y) 1.0% of EBITDA of the Borrower as of the end of the most recently ended Test Period Total Assets at the time of the receipt of such Designated Non-Cash Noncash Consideration, with the fair market value Fair Market Value of each item of Designated Non-Cash Noncash 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 clause (i) or (iii) of Section 6.4(b) (in the case of a Sale of Notes Priority Collateral) or clause (ii) or (iv) of Section 6.4(c) (in any other case); provided that, (A) to the extent any cash, any property or assets are received pursuant to clauses (2), (3) or (4) of this Section 6.4 (a)(ii) in respect of a Sale of Notes Priority Collateral, such cash, property or assets are pledged to secure the Loans as Notes Priority Collateral and (B) that all Net Proceeds from an Asset Sale, or Casualty or Condemnation Event, of, Notes Priority Collateral are deposited into the Collateral Proceeds Account no later than two Business Days following receipt thereof. (b) Within 330 days after the receipt of any Net Proceeds from any Sale of Notes Priority Collateral or a Casualty or Condemnation Event in which Net Proceeds are received in respect of the condemnation, destruction, damage or loss of any Notes Priority Collateral, Parent or any Restricted Subsidiary may apply those Net Proceeds at its option: (i) to acquire all or substantially all of the assets of, or any Capital Stock of, a Permitted Business (including, without limitation, Vessels, equipment and inventory), if, after giving effect to any such acquisition, such Permitted Business is owned by the Borrower or any Guarantor and such Permitted Business includes Notes Priority Collateral with a Fair Market Value at least equal to the Fair Market Value of the Notes Priority Collateral disposed of in the applicable Sale of Notes Priority Collateral; (ii) to make a Net Proceeds offer; (iii) to make capital expenditures on assets that constitute Notes Priority Collateral; and/or (iv) to acquire (including, without limitation, through a long-term lease of a Vessel in accordance with past practice) other capital assets that are not current assets (including, without limitation, Vessels, equipment and inventory) that are pledged as Notes Priority Collateral and designated to the Administrative Agent as such, and that are used or useful in a Permitted Business. (c) Within 330 days after the receipt of any Net Proceeds from an Asset Sale (other than from a Sale of Notes Priority Collateral), Parent or any Restricted Subsidiary may apply such Net Proceeds at its option: (i) (1) in the case of Net Proceeds from any Asset Sale of assets of any non-Guarantor, to repay Indebtedness of such non-Guarantor, (2) to repay ABL Obligations or (3) to permanently repay, prepay, repurchase or otherwise retire for value any Indebtedness secured by Liens on the assets subject to such Asset Sale, which Liens rank higher in priority than the Term Loan Liens; (ii) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business (including, without limitation, Vessels, equipment and inventory), if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Guarantor; (iii) to make a capital expenditure; and/or (iv) to acquire other assets that are used or useful in a Permitted Business. (d) Pending the final application of any Net Proceeds (other than Net Proceeds from any Sale of Notes Priority Collateral or a Casualty or Condemnation Event directly attributable to any Notes Priority Collateral), 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 Agreement. Any binding commitment to apply Net Proceeds to invest in accordance with clause (i), (ii) or (iii) of Section 6.4(b), (in the case of Net Proceeds of Notes Priority Collateral) or clause (ii), (iii) or (iv) of Section 6.4(c) (in the case of any other Net Proceeds) shall be treated as a permitted final application of Net Proceeds from the date of such commitment so long as Parent or any 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; provided that if such commitment is later canceled, terminated or otherwise not consummated after the 330-day period for any reason, then such Net Proceeds shall constitute “Excess Proceeds” (as defined in Section 6.4(e)). (e) Any Net Proceeds from Asset Sales (including Sales of Notes Priority Collateral) or Casualty or Condemnation Events related to Notes Priority Collateral that are not applied or invested as provided in Sections 6.4(b) or 6.4(c) will constitute “Excess Proceeds.” In addition, any Net Proceeds received by Parent or its Restricted Subsidiaries in excess of $60.0 million in the aggregate after the Issue Date that are not applied or offered under clause (ii) of Section 6.4(b) (in the case of Net Proceeds in respect of Notes Priority Collateral) or under clause (i) of Section 6.4(c) (in the case of other Net Proceeds) shall be deemed to be cash for purposes of this provision and for no other purpose. To Excess Proceeds, to the extent not applied to such permanent repayment, prepayment, repurchase or other retirement for value within 35 days after receipt thereof (which time period shall be extended during the pendency of any offers using such Net Proceeds that are required to be conducted by the “Asset Sale” or similar provisions of any Senior Lien Debt or an ABL Facility). When the aggregate amount of Excess Proceeds exceeds $10.0 million, provided, that in case of any Vessel Construction Contract such Net Proceeds shall only constitute Excess Proceeds to the extent not reinvested upon the expiration of such Vessel Construction Contract, within 30 days thereof, the Borrower will make an offer (a “Net Proceeds Offer”) to all Lenders, to the holders of the Secured Notes and to the holders of any Permitted Additional Pari Passu Obligations containing provisions similar to those set forth in this Section 6.4 with respect to asset sales to purchase the maximum principal amount of Loans, Secured Notes and Permitted Additional Pari Passu Obligations (plus all accrued interest and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased out of the Excess Proceeds. The offer price in any Net Proceeds 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, and will be payable in cash. Any such Net Proceeds Offer to the Lenders shall be outstanding for a maximum period of 15 days. (f) If any Excess Proceeds remain after consummation of a Net Proceeds Offer, those Excess Proceeds will be released from the Collateral is disposed of pursuant to Permitted Asset Sale or as expressly permitted Proceeds Account and Parent and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by this Section 6.05 Agreement. If the aggregate principal amount of Loans, Secured Notes and Permitted Additional Pari Passu Obligations submitted for repayment or pursuant to any disposition that does not constitute an Asset Sale but is otherwise not prohibited under this Agreementtendered through such Net Proceeds Offer exceeds the amount of Excess Proceeds, the Administrative Agent (acting at the written instructions of the Required Lenders) will select, in order, first, the Loans and second, the Secured Notes and the Permitted Additional Pari Passu Obligations, in each case, on a pro rata basis with such adjustments as may be needed so that only the Loans, the Secured Notes or the Permitted Additional Pari Passu Obligations in minimum amounts of $1,000 and integral multiples of $1,000 will be repaid or purchased. Upon completion of each Net Proceeds Offer, the amount of Excess Proceeds will be reset at zero (and to any Person other than a Loan Partythe extent such Net Proceeds are held in the Collateral Proceeds Account, such Collateral Net Proceeds shall be disposed released to the Borrower). If the Borrower makes a Net Proceeds Offer prior to the 330-day deadline specified in the third or fourth paragraph of free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agentthis covenant, as applicable, with respect to any Net Proceeds, the Borrower’s obligations with respect to such Net Proceeds under this covenant shall be authorized deemed satisfied after completion of such Net Proceeds Offer. (g) Except as provided in the last sentence of Section 6.4(e), the Borrower will comply with the requirements of Rule 14e-1 under the Exchange Act whether or not applicable to take an offer to prepay the Loans and any actions other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repayment of the Loans pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 6.4, the Borrower will comply with the applicable securities laws and regulations and will not be deemed appropriate to have breached its obligations under Section 6.4 by virtue of such compliance. (h) For purposes of this Section 6.4, the Net Proceeds attributable to the sale of (i) Notes Priority Collateral consisting of Equity Interests of a Person that is not a Guarantor shall be deemed to be equal to the equity value of such Equity Interests and (ii) a group of assets consisting of both Notes Priority Collateral and assets that are not Notes Priority Collateral shall be deemed to be Net Proceeds from Notes Priority Collateral and such other assets, respectively, based on the Fair Market Value of the Notes Priority Collateral and such other assets (as determined in order to effect good faith by the foregoingBorrower, which determination shall be conclusive absent manifest error).

Asset Sales. Cause or make The Borrower will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, Sale unless: (a1) the Borrower (or such Restricted Subsidiary, as the case may be, ) receives consideration at the time of such the Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) of the assets or Equity Interests issued or sold or otherwise disposed of;; and (b2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received in the Asset Sale by the Borrower or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalents; provided that . For purposes of clause (2) above, the amount of: of (i) any liabilities other than contingent liabilities (as shown on the Borrower’s or such the applicable Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto) of the Borrower or such any Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Obligations Loans or that are owed to the Borrower or a Restricted Subsidiary, Guarantees) that are assumed by the transferee of any such assets and for from which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors the applicable creditor(s) in writing; , (ii) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale; and , (iii) any assets described in clauses (2) or (3) below, and (iv) any Designated Non-Cash cash Consideration received by the Borrower or such any of its Restricted Subsidiary Subsidiaries in such Asset Sale having an aggregate fair market valuevalue (as determined in good faith by the Board of Directors of the Borrower), taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (iiiiv) that is at that time outstanding, not to exceed the greater of (x) $150,000,000 75,000,000 and 90.0(y) an amount equal to 2% of EBITDA Total Assets of the Borrower as of on the end of the most recently ended Test Period at the time of the receipt of date on which such Designated Non-Cash Consideration, cash Consideration is received (with the fair market value of each item of Designated Non-Cash 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 paragraph and for no other purpose. To The Net Proceeds of any Prepayment Asset Sale occurring prior to the extent Conversion Date shall be applied as set forth in Section 2.04(b)(iii). With respect to any Collateral 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 (a) 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 disposed 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 Permitted Asset Sale clause (a)(1), (2) or (3) above, provided that such binding commitment shall be treated as expressly a permitted by this Section 6.05 application of the Net Proceeds from the date of such commitment until the earlier of (x) the date on which such acquisition or pursuant to any disposition that does not constitute expenditure is consummated, and (y) the 180th day following the expiration of the aforementioned 365 day period. Any Net Proceeds from an Asset Sale but 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 Borrower or the applicable Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is otherwise not prohibited under by this Agreement. If any Excess Proceeds remain after consummation of an Asset Sale Offer, in each casethe 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, to any Person other than a Loan Party, such Collateral shall be disposed of free and clear of the Liens created by the Loan Documents, and the Administrative Agent or will select the Collateral AgentLoans to be prepaid on a pro rata basis. Upon completion of each Asset Sale Offer, as applicable, shall the amount of Excess Proceeds will be authorized to take any actions deemed appropriate in order to effect the foregoingreset at zero.

Asset Sales. Cause or make an Asset Sale, unless: (a) The Lenders hereby consent to the Disposition during the Forbearance Period by the Borrower or any of its Restricted Subsidiaries, as applicable, of any parcel of real property identified on Schedule 4 hereto subject to the following conditions: (i) each such Disposition shall be made to an unaffiliated third party pursuant to an arms-length transaction, (ii) the Borrower or such the applicable Restricted Subsidiary, as the case may be, receives Subsidiary shall receive consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) Fair Market Value of the assets real property sold or otherwise disposed of; and (biii) except in the case of a Permitted Asset Swap, at least 75% of the consideration received therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is shall be in the form of cash or Cash Equivalents; provided that the amount of:Equivalents (each such sale, a “Permitted Asset Sale”). (ib) any liabilities (as shown on Notwithstanding anything to the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or contrary in the footnotes theretoCredit Agreement, including without limitation Section 2.08 therein, all cash proceeds (net of reasonable and customary closing expenses) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations or that are owed to the Borrower or a Restricted Subsidiary, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing; (ii) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (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 connection with all other Designated Non-Cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $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 a Permitted Asset Sale or as expressly permitted by this Section 6.05 or pursuant after the Effective Date shall either be (i) used to any disposition that does not constitute an Asset Sale but is otherwise not prohibited under this Agreementprepay the Revolving Loans, immediately upon receipt, in each case, an amount equal to any Person other than the amount of such cash proceeds with a Loan Party, such Collateral shall be disposed of free and clear corresponding permanent reduction of the Liens created by the Loan Documents, and Total Revolving Commitments or (ii) held in a segregated account maintained with the Administrative Agent in a manner reasonably sufficient to preserve the Administrative Agent’s and the Lenders’ interest in such cash proceeds. (c) The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale (as defined in the Collateral AgentCredit Agreement as amended hereby), as applicableother than any Permitted Asset Sale consummated in accordance with clause (a) above, shall be authorized to take any actions deemed appropriate in order to effect without the foregoingprior written consent of Lenders constituting the Required Lenders.

Asset Sales. Cause or make The Borrower will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, Sale unless: (a) the Borrower (or such the Restricted Subsidiary, as the case may be, ) receives consideration at the time of such the Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of;; and (b) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, Subsidiary in the Asset Sale and all other Asset Sales since the “Closing Date” (as defined in the case may be, Senior DT Notes Base Indenture) is in the form of cash cash, Cash Equivalents or Cash Equivalents; provided that Replacement Assets or a combination thereof. For purposes of this provision, each of the amount offollowing will be deemed to be cash: (i) any liabilities (liabilities, as shown on the Borrower’s or such Restricted Subsidiary’s most recent consolidated balance sheet (or in as would be shown on the footnotes thereto) Borrower’s consolidated balance sheet as of the date of such Asset Sale), of the Borrower or such any Restricted Subsidiary, Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Obligations Term Loans or any Guarantee of the Term Loans) that are owed to repaid and discharged by the Borrower transferee of any such assets, or a Restricted Subsidiary, that are assumed by the transferee of any such assets and for which pursuant to a novation agreement that releases the Borrower and all of its or such Restricted Subsidiaries have been validly released by all creditors in writingSubsidiary from further liability; (ii) any securities securities, notes or other obligations received by the Borrower Borrower, or any such Restricted Subsidiary Subsidiary, from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (cash, Cash Equivalents or Replacement Assets within 90 days after such Asset Sale, to the extent of the cash received) within 180 days following the closing of such Asset Salecash, Cash Equivalents or Replacement Assets received in that conversion; and (iii) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in such Asset Sale having an aggregate fair market valueamount 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. Notwithstanding the foregoing, the 75% limitation referred to above shall 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 from an Asset Sale, the Borrower or a Restricted Subsidiary may apply an amount equal to such Net Proceeds: (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 that time 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 exceed the greater of $150,000,000 and 90.0% of EBITDA be in violation of the Borrower preceding paragraph so long as such application of the end of the most recently ended Test Period at the time funds is consummated within 545 days of the receipt of such Designated Non-Cash ConsiderationNet Proceeds. Pending the final application of any Net Proceeds of an Asset Sale, with the fair market value Borrower may temporarily reduce revolving credit borrowings or otherwise use the Net Proceeds in any manner that is not prohibited by this Annex. An amount equal to any Net Proceeds from Asset Sales that are not applied or invested as provided in the third paragraph of each item of Designated Non-Cash Consideration being measured this Section 6.4 will, at the time received 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 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 required by, Section 6.05 or pursuant to any disposition that does not constitute an Asset Sale but is otherwise 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 the Loan Documents2.14(b), and thereupon the Administrative Agent or the Collateral Agent, as applicable, shall amount of Excess Proceeds will be authorized to take any actions deemed appropriate in order to effect the foregoingreset at zero.

Asset Sales. Cause The Borrower will not, and will not permit any of its Subsidiaries (other than any Unrestricted Subsidiary) to, sell, transfer, lease or make otherwise dispose of any property, including any Equity Interest owned by it, nor will any Subsidiary (other than an Asset SaleUnrestricted Subsidiary) issue any additional Equity Interest in such Subsidiary, unlessexcept: (a) sales of inventory, used or surplus equipment and Permitted Investments in the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at the time ordinary course of such Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed ofbusiness; (b) except in the case of a Permitted Asset Swapsales, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, transfers and other than liabilities that are by their terms subordinated to the Obligations or that are owed dispositions to the Borrower or a Restricted Subsidiary; provided that the aggregate fair market value of all assets sold or otherwise transferred to a Foreign Subsidiary in reliance on this clause (b) shall not exceed $50,000,000; and provided further that any sales, that transfers or dispositions involving a Restricted Subsidiary are assumed by entered into in the transferee ordinary course of any business and pursuant to the reasonable requirements of the Borrower's or such assets Subsidiary's business and for which the Borrower on fair and all of its Restricted Subsidiaries have been validly released by all creditors in writing; (ii) any securities received by reasonable terms and conditions no less favorable to the Borrower or such Restricted Subsidiary from such transferee that are converted by as the Borrower terms and conditions which would apply in a comparable transaction on an arm's length basis with a Person other than a Subsidiary or such Restricted Subsidiary into cash (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 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 Affiliate of the Borrower as (it being understood that sales, transfers or other dispositions effected through a series of the end of the most recently ended Test Period at the time of the receipt of such Designated Non-Cash Considerationsales, transfers or dispositions by or from USS Holdings or a Foreign Subsidiary that is a Restricted Subsidiary to a Foreign Subsidiary that is a Restricted Subsidiary shall be deemed to comply with the $50,000,000 limitation set forth in this Section 6.05(b), so long as such series or sales, transfers or dispositions, if viewed as a single transaction from the initial seller or transferor entity to the ultimate purchaser or transferee Foreign Subsidiary, would comply with such $50,000,000 limitation); (c) transfers of assets in connection with a Receivables Financing that is otherwise permitted under this Agreement. (d) sales, transfers and other dispositions of assets (except Equity Interests in a Restricted Subsidiary) that are not permitted by any other clause of this Section; provided that the aggregate 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 valueall assets sold, shall be deemed to be cash for purposes of this provision and for no other purpose. To the extent any Collateral is transferred or otherwise disposed of pursuant to Permitted Asset Sale or as expressly permitted by in reliance on this Section 6.05 or pursuant to clause shall not exceed $35,000,000 during any disposition that does not constitute an Asset Sale but is otherwise 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 the 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.Fiscal Year;

Asset Sales. Cause (a) Parent shall not, and shall not cause or make permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale, Sale unless: (ai) Parent (or the Borrower or such Restricted Subsidiary, as the case may be, ) receives consideration at the time of such the Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of;; and (bii) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received in the Asset Sale by the Borrower Parent or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash cash, Cash Equivalents or Cash Equivalents; provided that Replacement Assets or a combination thereof (which determination may be made by Parent, at its option, either (x) at the amount oftime such Asset Sale is approved by Parent’s Board of Directors or (y) at the time the Asset Sale is completed). For purposes of this clause ‎‎(ii), each of the following will be deemed to be cash: (iA) any liabilities (liabilities, as shown recorded on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet of Parent or in the footnotes thereto) of the Borrower or such any Restricted Subsidiary, Subsidiary (other than contingent liabilities or liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a Restricted SubsidiaryNote Guarantees), that are assumed by the transferee of any such assets and for as a result of which the Borrower Parent and all of its Restricted Subsidiaries have been validly released by all creditors in writingare no longer obligated with respect to such liabilities or are indemnified against further liabilities or that are otherwise retired or repaid; (iiB) any securities securities, notes or other obligations received by the Borrower Parent or any such Restricted Subsidiary from such transferee that are converted by the Borrower Parent or such Restricted Subsidiary into cash (to the extent of the cash received) or Cash Equivalents within 180 days following the closing of the Asset Sale, to the extent of the cash or Cash Equivalents received in that conversion; (C) any Capital Stock or assets of the kind referred to in ‎‎Section 4.09(b)(ii) or ‎‎(iv)‎; (D) Indebtedness (other than Indebtedness that is by its terms subordinated to the Notes or the Note Guarantees) of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that each Restricted Subsidiary is released from any Guarantee of such Indebtedness in connection with such Asset Sale; (E) consideration consisting of Indebtedness of the Issuer or any Guarantor (including Parent) received from Persons who are not Parent or any Restricted Subsidiary; and (iiiF) any Designated Non-consideration other than cash, Cash Consideration Equivalents or Replacement Assets received by the Borrower Parent or such any Restricted Subsidiary in Asset Sales with a Fair Market Value not exceeding $125.0 million in the aggregate outstanding at any one time. (b) Within 450 days after the receipt of any Net Proceeds from an Asset Sale, any Event of Loss, Parent (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds: (i) to repurchase the Notes pursuant to an offer to all Holders at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to (but not including) the date of purchase (a “Notes Offer”); (ii) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business; provided that after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary; (iii) to make a capital expenditure; (iv) to acquire other assets (other than Capital Stock) not classified as current assets under GAAP that are used or useful in a Permitted Business; (v) to repurchase, prepay, redeem or repay Indebtedness (A) of Parent, the Issuer or a Restricted Subsidiary which is not a Guarantor (other than Indebtedness owed to Parent, the Issuer or a Restricted Subsidiary), (B) of Parent, the Issuer or any other Guarantor that is secured by a Lien on the assets that were the subject of such Asset Sale having or Event of Loss or (C) of Parent, the Issuer or other Guarantor that is pari passu in right of payment with the Notes or any Note Guarantee; provided that, in the case of this clause ‎‎(C), Parent or the Issuer (or the applicable Restricted Subsidiary) may repurchase, prepay, redeem or repay such pari passu Indebtedness only if Parent or the Issuer (or the applicable Restricted Subsidiary) makes an offer to all Holders to purchase their Notes in accordance with the provisions set forth below for an Asset Sale Offer for an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received principal amount of Notes at least equal to the proportion that (x) the total aggregate principal amount of Notes outstanding bears to (y) the sum of the total aggregate principal amount of Notes outstanding plus the total aggregate principal amount outstanding of such pari passu Indebtedness; (vi) to enter into a binding commitment to apply the Net Proceeds pursuant to clause ‎(ii), ‎(iii) or ‎(iv) of this clause ‎‎Section 4.09(b); provided that such binding commitment (iiior any subsequent commitments replacing the initial commitment that may be cancelled or terminated) 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 450 day period; or (vii) any combination of the foregoing. Pending the final application of any Net Proceeds, Parent or the Issuer (or the applicable Restricted Subsidiary) may temporarily reduce borrowings under any revolving credit facility, or otherwise invest the Net Proceeds in any manner that is at not prohibited by this Indenture. (c) Any Net Proceeds from Asset Sales or an Event of Loss that time outstanding, are not to exceed the greater of $150,000,000 and 90.0% of EBITDA of the Borrower applied or invested as of the end of the most recently ended Test Period at the time of the receipt provided in ‎Section 4.09(b) (it being understood that any portion 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 Net Proceeds used to subsequent changes make an offer to purchase Notes as described in value, ‎‎Section 4.09(b)(i) or ‎‎‎(v) above shall be deemed to have been applied or invested whether or not such Notes Offer is accepted) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $100.0 million (or at an earlier time, at the option of the Issuer), within ten Business Days thereof, the Issuer will make an offer (an “Asset Sale Offer”) to all Holders and may make an offer to all holders of other Indebtedness that is pari passu in right of payment with the Notes or any Note Guarantees with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets or events of loss 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 cash purchased, prepaid or redeemed out of the Excess Proceeds. The offer price for purposes the Notes in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Additional Amounts, if any, to 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, the Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by this provision Indenture. If the aggregate principal amount of Notes and for no such other purposepari passu Indebtedness tendered into (or to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, or if the aggregate amount of Notes tendered pursuant to a Notes Offer exceeds the amount of the Net Proceeds so applied, the Trustee will select the Notes and such other pari passu Indebtedness, if applicable, to be purchased on a pro rata basis (or in the manner provided in ‎‎Section 3.03), based on the amounts tendered or required to be prepaid or redeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Issuer will comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any other securities laws and regulations (and rules of any exchange on which the Notes are then listed) to the extent those laws, regulations or rules are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer or a Notes Offer. To the extent that the provisions of any Collateral is disposed of pursuant to Permitted securities laws or regulations or exchange rules conflict with the Asset Sale or as expressly permitted by Notes Offer provisions of this Section 6.05 or pursuant Indenture, the Issuer will comply with the applicable securities laws, regulations and rules and will not be deemed to any disposition that does not constitute an have breached its obligations under the Asset Sale but is otherwise not prohibited under or Notes Offer provisions of this Agreement, in each case, to any Person other than a Loan Party, Indenture by virtue of such Collateral shall be disposed of free and clear of the Liens created by the 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 foregoingcompliance.

Asset Sales. Cause (a) QCII shall not, and shall not permit any of its Restricted Subsidiaries to, directly or make an indirectly, consummate any Asset Sale, Sale unless: (ai) the Borrower QCII or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) Fair Market Value of the assets sold or otherwise disposed ofincluded in such Asset Sale; (bii) except in the case of a Permitted Asset Swap, at least 75% of the total consideration therefor received in such Asset Sale consists of cash or Cash Equivalents; and (iii) if such Asset Sale involves Collateral, it complies with all applicable provisions of this Indenture, and all consideration in any form representing proceeds that would constitute Collateral shall be expressly made subject to a Lien securing the Notes, subject to Permitted Collateral Liens. (b) The provisions of clause (a)(ii) above shall not apply to assets (other than Collateral) of QCII and its Restricted Subsidiaries (other than the Company and its Subsidiaries) owned as of the Issue Date and Investments made by such Persons after the Borrower Issue Date in exchange for, or out of the proceeds of, Qualified Equity Interests of QCII issued after the Issue Date. In addition, for purposes of clause (a)(ii) above, the following shall be deemed to be cash: (i) the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of QCII or such Restricted SubsidiarySubsidiary of QCII that is expressly assumed by the transferee in such Asset Sale and with respect to which QCII or such Restricted Subsidiary of QCII, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations or that are owed to the Borrower or a Restricted Subsidiary, that are assumed unconditionally released by the transferee holder of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writingIndebtedness; (ii) the amount of any securities obligations received by the Borrower or such Restricted Subsidiary from such transferee that are within 30 days converted by the Borrower QCII or such Restricted Subsidiary into of QCII to cash (to the extent of the cash actually so received); (iii) within 180 days following the closing Fair Market Value of such Asset Saleany Telecommunications Assets received by the Company or any Restricted Subsidiary of QCII; and (iv) the amount of any Permitted Investment received pursuant to and in compliance with clause (13) of the definition of "Permitted Investments" or pursuant to and in compliance with the Restricted Payments Basket or Section 4.07(b)(v). (c) If at any time any non-cash consideration or other consideration referred to in clause (b)(ii), (b) (iii) any Designated Non-Cash Consideration or (b)(iv) above received by QCII or any Restricted Subsidiary of QCII, as the Borrower case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and the Net Available Proceeds thereof shall be applied in accordance with this Section 4.09. (d) Within 365 days after the receipt of any Net Available Proceeds from an Asset Sale, QCII or such Restricted Subsidiary may, subject to the following paragraph, cause the Net Available Proceeds to be applied as follows: (i) to the extent the Asset Sale involves Collateral, to any Indebtedness secured by Liens on the assets sold in such Asset Sale having an aggregate fair market valuewhich are senior in priority to the Liens securing the Notes, taken together in accordance with the applicable Security Documents or governing debt instruments; and (ii) to the extent the Asset Sale does not involve Collateral: (A) to invest or use all or any part of the Net Available Proceeds thereof in the Telecommunications Business of the Company and its Restricted Subsidiaries; and/or (B) to redeem any outstanding Indebtedness of the Company and its Restricted Subsidiaries (other Designated Non-Cash Consideration received pursuant to this than Subordinated Indebtedness or Pari Passu Indebtedness). (e) Any Net Available Proceeds from Asset Sales that are not applied or invested as provided in clause (iiid) 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 above will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Company will: (i) make an offer to all Holders of the Notes (an "Asset Sale Offer"); and (ii) at the same time, purchase, retire, redeem or otherwise acquire (or make an offer to do so): (A) to the extent the Asset Sale involves Collateral, any other Indebtedness secured equally and ratably with the Notes by a Lien on the Collateral, and (B) to the extent the Asset Sale does not involve Collateral, any other Pari Passu Indebtedness, in each case in accordance with the provisions governing such other Indebtedness to the extent it requires QCII or the Company, as applicable, to purchase, retire, redeem or otherwise acquire such Indebtedness with the proceeds from the applicable Asset Sale (or offer to do so), pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness required to be purchased, retired, redeemed or otherwise acquired for and, in the case of the Notes to be purchased pursuant to the Asset Sale Offer, to purchase the maximum principal amount of the Notes that may be purchased out of such pro rata portion of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of their principal amount plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth in this Indenture; provided that, to the extent the holders of Pari Passu Indebtedness do not require the entire pro rata portion allocated thereto to be applied to any purchase, retirement, redemption or other acquisition as contemplated hereunder, such unused proceeds shall be made available as additional Excess Proceeds to the Holders of the Notes in the Asset Sale Offer. (f) To the extent that the aggregate principal amount of the Notes and Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer or other offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for purposes any purpose not otherwise prohibited by this Indenture; provided that, notwithstanding anything to the contrary in the foregoing, to the extent that all or any portion of any remaining Excess Proceeds comprises proceeds of Asset Sales of Collateral, such Excess Proceeds shall be subject to the Lien of the applicable Security Documents in favor of the Holders of the Notes. If the aggregate principal amount of the Notes surrendered by Holders thereof exceeds the pro rata portion of such Excess Proceeds to be used to purchase the Notes and other Indebtedness, the Trustee shall select the Notes and the other Indebtedness to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. (g) Notwithstanding anything to the contrary in this provision covenant, the Company and for no its Restricted Subsidiaries shall not be required to make an Asset Sale Offer with respect to any Excess Proceeds from the sale of any Directory Publishing Subsidiary or any of its assets, unless a similar offer is required to be made in respect of the Existing 2008 Notes. (h) The Company will comply with applicable tender offer rules, including the requirements of Rule 14e-1 under the Exchange Act and any other purposeapplicable laws and regulations in connection with the purchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any Collateral is disposed of pursuant to Permitted Asset Sale securities laws or as expressly permitted by regulations conflict with this Section 6.05 or pursuant 4.09, the Company shall comply with the applicable securities laws and regulations and will not be deemed to any disposition that does not constitute an Asset Sale but is otherwise not prohibited have breached its obligations under this Agreement, in each case, to any Person other than a Loan Party, such Collateral shall be disposed Section 4.09 by virtue of free and clear of the Liens created by the 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 foregoingthis compliance.

Asset Sales. Cause (a) The Parent and the Issuers shall not, and shall not permit any of the other Restricted Subsidiaries to, cause or make an Asset Sale, unless: unless (ax) the Borrower Parent or such any Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by the BorrowerIssuer) of the assets sold or otherwise disposed of; , and (by) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower Parent or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount ofof each of the following shall be deemed to be Cash Equivalents for purposes of this provision: (i) any liabilities (as shown on the Borrower’s Parent or such a Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto) of the Borrower Parent or such a Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a Restricted Subsidiary, any Guarantee) that are assumed by the transferee of any such assets and for which or that are otherwise canceled or terminated in connection with the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing;transaction with such transferee, (ii) any notes or other obligations or other securities or assets received by the Borrower Parent or such Restricted Subsidiary from such transferee that are converted by the Borrower Parent or such Restricted Subsidiary into cash or Cash Equivalents within 180 days of the receipt thereof (to the extent of the cash received), (iii) within 180 days following the closing 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, (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 (iiiv) any Designated Non-Cash cash Consideration received by the Borrower Parent or such any Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value (as determined in good faith by the Issuer), taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (iiiSection 4.06(a)(v) that is at that time outstanding, not to exceed the greater of $150,000,000 600.0 million and 90.04.0% of EBITDA of the Borrower as of the end of the most recently ended Test Period Total Assets at the time of the receipt of such Designated Non-Cash Consideration, cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-Cash cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (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) Second 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 Second 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 Second Lien Collateral 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 Second Lien Collateral, except as otherwise permitted under this covenant; provided, further, that if such Asset Sale involves the disposition of Second Lien Collateral, the Parent or such Restricted Subsidiary has complied with the provisions of this Indenture and the Second 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 such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or invest 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 Second 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 purposes 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 provision and for no other purposeIndenture, with a copy to the Second Lien Trustee. To the extent any Collateral is disposed that the aggregate amount of Notes (and such Eligible Pari Passu Indebtedness) tendered pursuant to Permitted Asset Sale or as expressly permitted by this Section 6.05 or pursuant to any disposition that does not constitute an Asset Sale but Offer is otherwise less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose that is not prohibited under by this AgreementIndenture. If the aggregate principal amount of Notes (and such Eligible Pari Passu Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Second 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 each casethe manner described in Section 4.06(e). Upon completion of any such Asset Sale Offer, to any Person other than a Loan Party, such Collateral the amount of Excess Proceeds shall be disposed reset at zero. (c) The Issuer will comply with the requirements of free Rule 14e-1 under the Exchange Act and clear any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the repurchase of the Liens created 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 Loan DocumentsSecond Lien Trustee on a pro rata basis to the extent practicable, by lot or by such other method as the Second Lien Trustee shall deem fair and appropriate (and in such manner as complies with the Administrative Agent requirements of the Depository, if applicable); provided that no Notes of $2,000 or the Collateral Agent, as applicable, less shall be authorized purchased in part. Selection of such Eligible Pari Passu Indebtedness shall be made pursuant to take 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 actions deemed appropriate Note is to be purchased in order part only, any notice of purchase that relates to effect such Note shall state the foregoingportion of the principal amount thereof that has been or is to be purchased.

Asset Sales. Cause (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate, directly or make indirectly, an Asset Sale, Sale unless: (a1) the Borrower Issuer or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, in connection with such Asset Sale) at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by measured at the Borrowertime of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of;; and (b2) except in the case of a Permitted Asset Swap, at least 7575.0% of the consideration therefor (measured at the time of contractually agreeing to such Asset Sale) for such Asset Sale, together with all other Asset Sales completed or contractually agreed upon since the Issue Date (on a cumulative basis), received (or to be received) by the Borrower Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that . (b) Within 12 months after the later of (A) the date of any Asset Sale and (B) receipt of any Net Proceeds from any Asset Sale (the “Asset Sale Proceeds Application Period“), the Issuer or such Restricted Subsidiary, at its option, may apply an amount ofequal to the Net Proceeds from such Asset Sale (the “Applicable Proceeds“), (1) to the extent the assets or property disposed of in the Asset Sale constituted Collateral, to repay (i) Obligations under the Notes or (ii) any Additional Equal Priority Obligations, 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 pursuant to such Asset Sale constitute “borrowing base assets” thereunder), to correspondingly reduce commitments with respect thereto; (2) to the extent the assets or property disposed of in the Asset Sale did not constitute Collateral: (i) to repay (y) Obligations under the Notes or (z) any Additional Equal Priority Obligations, 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 pursuant to such Asset Sale constitute “borrowing base assets” thereunder), to correspondingly reduce commitments with respect thereto; provided that if the Issuer or any Restricted Subsidiary shall repay any Additional Equal Priority Obligations pursuant to clause (z) above, the Issuer or such Restricted Subsidiary will either (A) reduce the aggregate principal amount of Obligations under the Notes on a ratable basis with any such Obligations under the Additional Equal Priority Obligations repaid pursuant to this clause (2)(i) by, at its option, (1) redeeming Notes as provided under Article 3 and/or (2) purchasing Notes through open-market purchases or in privately negotiated transactions (which may be below par) and/or (B) make an offer (in accordance with the provisions set forth below for an Asset Sale Offer) to all Holders to purchase their Notes on a ratable basis with any Obligations under the Additional Equal Priority Obligations repaid pursuant to this clause (2)(i) for no less than 100.0% of the principal amount thereof, plus the amount of accrued and unpaid interest, if any, thereon (which offer shall be deemed to be an Asset Sale Offer for purposes hereof); or (ii) to repay Obligations under any Senior Indebtedness (other than any Senior Indebtedness referred to in clause (2)(i) 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 pursuant to such Asset Sale constitute “borrowing base assets” thereunder), to correspondingly reduce commitments with respect thereto; provided that the Issuer or such Restricted Subsidiary will either (A) reduce the aggregate principal amount of Obligations under the Notes on a ratable basis with any such Senior Indebtedness repaid pursuant to this clause (2)(ii) by, at its option, (1) redeeming Notes as provided under Article 3 and/or (2) purchasing Notes through open-market purchases or in privately negotiated transactions (which may be below par) and/or (B) make an offer (in accordance with the provisions set forth below for an Asset Sale Offer) to all Holders to purchase their Notes on a ratable basis with any Senior Indebtedness repaid pursuant to this clause (2)(ii) for no less than 100.0% of the principal amount thereof, plus the amount of accrued and unpaid interest, if any, thereon (which offer shall be deemed to be an Asset Sale Offer for purposes hereof); (3) to invest in the business of the Issuer and its Subsidiaries, including (i) any investment in Additional Assets, (ii) making capital expenditures in respect of assets used or useful in a Similar Business, (iii) any investment in any property or other assets that replace the businesses, properties and/or assets that are the subject of such Asset Sale and (iv) in the case of proceeds of sales of assets or property of a Qualified Liquefaction Development Entity, depositing such proceeds in a construction fund, escrow or similar account to be used solely for the purpose of capital expenditures of such entity or the acquisition, construction or improvement of assets of such entity; (4) to the extent the assets or property disposed of in the Asset Sale did not constitute Collateral, to repay Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Issuer or a Guarantor, 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 pursuant to such Asset Sale constitute “borrowing base assets” thereunder), to correspondingly reduce commitments with respect thereto; 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 Applicable Proceeds from the date of such commitment or letter of intent so long as the Issuer or such Restricted Subsidiary enters into such commitment or letter of intent with the good faith expectation that such Applicable 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 Applicable 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 “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 Applicable Proceeds are applied in connection therewith, then such Applicable Proceeds shall constitute Excess Proceeds unless the Issuer or such Restricted Subsidiary reasonably expects to enter into another Acceptable Commitment prior to the expiration of the Asset Sale Proceeds Application Period and such Applicable Proceeds are actually applied in such manner prior to the expiration of the Commitment Application Period. To the extent Applicable Proceeds from an Asset Sale exceed amounts that are invested or applied as provided and within the time period set forth in this Section 4.10(b), such excess amount will be deemed to constitute “Excess Proceeds“; provided that any amount of Applicable Proceeds offered to Holders of any Notes pursuant to clause 0 above shall not be deemed to be Excess Proceeds without regard to whether such offer is accepted by any Holders. If at any time the aggregate amount of Excess Proceeds exceeds $50.0 million, then the Issuer shall within 20 Business Days make an offer to all Holders and, if required or not prohibited by the terms of any other Equal Priority Obligations and/or, to the extent that the assets or property disposed of in the Asset Sale were not Collateral, Indebtedness that is equal in right of payment with the Notes (“Pari Passu Indebtedness“), to the holders of such Equal Priority Obligations and/or Pari Passu Indebtedness, as applicable (an “Asset Sale Offer“), to purchase the maximum aggregate principal amount (or accreted value, as applicable) of the Notes and such Equal Priority Obligations and/or Pari Passu Indebtedness, as applicable, out of the amount of the Excess Proceeds (which, (x) in the case of the Notes only, is equal to $1,000 or an integral multiple thereof and at an offer price in cash in an amount equal to 100.0% 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 (y) in the case of such Equal Priority Obligations and/or Pari Passu Indebtedness, if applicable, is in accordance with the documents governing such Equal Priority Obligations and/or Pari Passu Indebtedness, as applicable). The Issuer shall commence an Asset Sale Offer by sending the notice required pursuant to the terms of Section 3.09. The Issuer may satisfy the foregoing obligation with respect to such Applicable 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 Applicable Proceeds (the “Advance Portion“). (c) If the aggregate principal amount (or accreted value, as applicable) of Notes and, if applicable, Equal Priority Obligations and/or 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 Issuer 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 Equal Priority Obligations and/or 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 Notes shall be selected pro rata (subject to applicable DTC procedures as to global notes) and the Issuer or the representative of such Equal Priority Obligations and/or Pari Passu Indebtedness shall select such Equal Priority Obligations and/or 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 Equal Priority Obligations and/or Pari Passu Indebtedness tendered, with adjustments as necessary so that no Notes or Equal Priority Obligations and/or Pari Passu Indebtedness, as the case may be, will be repurchased in an unauthorized denomination. 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. (d) Pending the final application of an amount equal to the Applicable Proceeds pursuant to this Section 4.10, the holder of such Applicable Proceeds may apply any Applicable Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Applicable Proceeds in any manner not prohibited by this Indenture. For the avoidance of doubt, the Holder of any Retained Asset Sale Proceeds may apply any Retained Asset Sale Proceeds in any manner not prohibited by this Indenture and such Retained Asset Sale Proceeds shall in no event and under no circumstances constitute Excess Proceeds. (e) Notwithstanding anything in this Indenture to the contrary, for so long as the repatriation, distribution or dividend to the Issuer of any Net Proceeds of an Asset Sale by any Foreign Subsidiary would (i) be prohibited, delayed or restricted under any Requirements of Law or conflict with the fiduciary duties of the directors of the applicable Foreign Subsidiary or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management, member, partner, independent contractor or consultant of such Foreign Subsidiary (the Issuer hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions available under applicable Requirements of Law to permit such repatriation or to remove such prohibition), (ii) be prohibited, delayed or restricted under the organizational documents governing the applicable Subsidiary or (iii) as determined in good faith by the Issuer, result in a material adverse tax liability (including any tax dividend, deemed dividend pursuant to Section 956 of the Code and withholding tax obligation) to the Issuer or its Subsidiaries, an amount equal to the portion of such Net Proceeds so affected will not be required to be applied in compliance with this Section 4.10 and shall not constitute Excess Proceeds and may be retained by the Issuer or the applicable Subsidiary; provided, that, if within 18 months following the date on which application of the portion of such Net Proceeds would otherwise have been required pursuant to this Section 4.10, such repatriation, distribution or dividend of such Net Proceeds is permitted under the applicable Requirements of Law, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, would no longer be prohibited, delayed or restricted under the applicable organizational documents and/or in the good faith determination of the Issuer would no longer have a material adverse tax liability, then such portion of the Net Proceeds shall be promptly applied (net of additional taxes that would be payable or reserved against as a result of repatriating such amounts) in compliance with this Section 4.10. (f) For purposes of clause (a)(2) of this Section 4.10 (and no other provision), the following shall be deemed to be cash or Cash Equivalents: (1) the greater of the principal amount and the carrying value of any liabilities (as shown reflected on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet of the Issuer 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 Issuer or 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 the Issuer) of the Borrower Issuer or such Restricted Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Obligations Notes or that are owed to the Borrower or a Restricted SubsidiaryNote Guarantees, that are assumed by the transferee of any such assets and for (or are otherwise extinguished in connection with the transactions relating to such Asset Sale) pursuant to a written agreement which releases or indemnifies the Borrower and all of its Issuer or such Restricted Subsidiaries have been validly released by all creditors in writingSubsidiary from such liabilities; (ii2) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Asset Sale; (3) any securities securities, notes or other obligations or assets received by the Borrower Issuer or such Restricted Subsidiary from such transferee that are converted or reasonably expected by the Borrower Issuer acting in good faith to be converted by the Issuer or such Restricted Subsidiary into cash or Cash Equivalents or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) ), in each case, within 180 days following the closing of such Asset Sale; and (iii4) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in respect of such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause value (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 measured at the time of the receipt of contractually agreeing to such Designated Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received Asset Sale 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 does not constitute an Asset Sale but is otherwise 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 the 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.taken together with all oth

Asset Sales. Cause or make (a) The Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, Sale unless: (a1) the Borrower Parent Guarantor (or such a Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of;; and (b2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower Parent Guarantor or such a Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash cash, Cash Equivalents or Cash Equivalents; provided that Replacement Assets or a combination of both. For purposes of this provision, each of the amount offollowing will be deemed to be cash: (iA) any liabilities (as shown on the BorrowerParent Guarantor’s or such a Restricted Subsidiary’s most recent balance sheet or in the footnotes theretosheet) of the Borrower Parent Guarantor or such any Restricted Subsidiary, Subsidiary (other than liabilities contingent liabilities, Indebtedness that are is by their its terms subordinated to the Obligations Securities or that are any Security Guarantee and liabilities to the extent owed to the Borrower Parent Guarantor or a Restricted Subsidiary, any Affiliate of the Parent Guarantor) that are assumed by the transferee of any such assets and for which or Equity Interests pursuant to a written novation agreement that releases the Borrower and all of its Parent Guarantor or such Restricted Subsidiaries have been validly released by all creditors in writingSubsidiary from further liability therefor; (iiB) any securities securities, notes or other obligations received by the Borrower Parent Guarantor or such any Restricted Subsidiary from such transferee that are converted by the Borrower Parent Guarantor or such Restricted Subsidiary into cash within 90 days of the Asset Sale (to the extent of the cash received) within 180 days following the closing of such Asset Salereceived in that conversion); and (iiiC) any Designated Non-Cash Consideration received by the Borrower Parent Guarantor or such any of its Restricted Subsidiary Subsidiaries in such Asset Sale having an aggregate fair market valueaggregated Fair Market Value, taken together with all other Designated Non-Cash Consideration consideration received pursuant to this clause (iiiC) that is at that time outstanding, not to exceed the greater of $150,000,000 and 90.0(i) 10.0% of EBITDA of the Borrower Parent Guarantor’s Consolidated Net Assets as of the end of the most recently ended Test Period at the time of the date or receipt of such Designated Non-Cash Consideration, Consideration and (ii) $100.0 million (with the fair market value 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). (b) Within 540 days after the receipt of any Net Proceeds from an Asset Sale, shall the Parent Guarantor or any Restricted Subsidiary may apply such Net Proceeds at its option: (1) to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; or (2) to purchase Replacement Assets (or enter into a binding agreement to purchase such Replacement Assets; provided that (x) such purchase is consummated within 90 days after the date of such binding agreement and (y) if such purchase is not consummated, within the period set forth in the immediately preceding subclause (x), the Net Proceeds not so applied will be deemed to be cash Excess Proceeds (as defined below)). Pending the final application of any such Net Proceeds, the Parent Guarantor or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. (c) On the 541st day after an Asset Sale or such earlier date, if any, as the Company determines not to apply the Net Proceeds relating to such Asset Sale as set forth in Section 4.7(b) (each such date being referred to 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 Section 4.7(b) (“Excess Proceeds”) will be applied by the Company to make an offer (an “Asset Sale Offer”) to all Holders and all holders of other Indebtedness that ranks pari passu in right of payment with the Securities or any Security Guarantee containing provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of Securities and such other pari passu Indebtedness that may be purchased using the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of the Securities and such other pari passu Indebtedness plus accrued and unpaid interest, if any, to the date of purchase (the “Asset Sale Payment”), and will be payable in cash. The Company may defer the Asset Sale Offer until there are aggregate unutilized Excess Proceeds equal to or in excess of $20.0 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 $20.0 million) will be applied as provided in this Section 4.7(c). If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Parent Guarantor or any Restricted Subsidiary may use such Excess Proceeds for purposes any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Securities and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Securities and such other pari passu Indebtedness will be purchased on a pro rata basis based on the principal amount of Securities and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, Excess Proceeds subject to such Asset Sale and still held by the Company and the Parent Guarantor will no longer be deemed to be Excess Proceeds. (d) Within 30 days following the date when the Company becomes obligated to make an Asset Sale Offer, the Company will send a notice to each Holder describing the transaction or transactions that constitute the Asset Sale and offering to repurchase Securities 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 sent, pursuant to the procedures required by this Indenture and described in such notice. (e) On the Asset Sale Payment Date, the Company will, to the extent lawful: (1) accept for payment all Securities or portions thereof properly tendered pursuant to the Asset Sale Offer, subject to proration based on the amount of Excess Proceeds pursuant to clause (c) above of this provision Section 4.7; (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 clause (c) above of this Section 4.7, is allocable to the Securities or portions thereof so tendered (or, if less, the aggregate Asset Sale Payment for all Securities validly tendered and not withdrawn); 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 purchased by the Company. (f) The Paying Agent will promptly mail or wire transfer to each Holder of Securities so tendered and not withdrawn and accepted for payment in accordance with this Section 4.7, the Asset Sale Payment for such Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Security equal in principal amount to any unpurchased portion of the Securities surrendered, if any; provided that each such new Security will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Asset Sale Offer on or as soon as practicable after the Asset Sale Payment Date. (g) If the Asset Sale Offer Payment 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 Security is registered on such record date, and no other purposeinterest will be payable to Holders who tender Securities pursuant to the Asset Sale Offer. (h) 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 such 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 Collateral is disposed securities laws or regulations conflict with the provisions of pursuant to Permitted Asset Sale or as expressly permitted by this Section 6.05 or pursuant 4.7, the Company will comply with the applicable securities laws and regulations and will not be deemed to any disposition that does not constitute an Asset Sale but is otherwise not prohibited have breached its obligations under this Agreement, in each case, to any Person other than a Loan Party, Section 4.7 by virtue of such Collateral shall be disposed of free and clear of the Liens created by the 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 foregoingcompliance.

Asset Sales. Cause or make (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, Sale unless: (a1) the Borrower Issuer (or such a Restricted Subsidiary, as the case may be, ) receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value (measured as determined in good faith by of the Borrowerdate of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of;; and (b2) except in the case of a Permitted Asset Swap, at least 75% of the aggregate consideration therefor received in the Asset Sale by the Borrower Issuer or such a Restricted Subsidiary, as Subsidiary and all other Asset Sales since the case may be, Issue Date is in the form of cash or Cash Equivalents; provided that . For purposes of this provision, each of the amount offollowing will be deemed to be cash: (i) any liabilities (liabilities, as shown on the Borrower’s or such Restricted SubsidiaryIssuer’s most recent consolidated balance sheet or in the footnotes thereto) sheet, of the Borrower Issuer or such any Restricted Subsidiary, Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a Restricted Subsidiary, any Note Guarantee) that are assumed by the transferee of any such assets and for which pursuant to a customary novation or indemnity agreement that releases the Borrower and all of its Issuer or such Restricted Subsidiaries have been validly released by all creditors in writingSubsidiary from or indemnifies against further liability; (ii) with respect to any securities received Asset Sale of oil and gas properties by the Borrower Issuer or such any of its Restricted Subsidiary from such transferee that are converted by Subsidiaries, the Borrower or such Restricted Subsidiary into cash (costs and expenses related to the extent of the cash received) within 180 days following the closing exploration, development, completion or production of such Asset Saleproperties and activities related thereto which the transferee (or an Affiliate thereof) agrees to pay; and (iii) any Designated Non-Cash Consideration securities, notes or other obligations received by the Borrower Issuer or any Restricted Subsidiary from such transferee that are, within 90 days of the Asset Sale, converted by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market valueinto cash, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $150,000,000 and 90.0% of EBITDA extent of the Borrower as of the end of the most recently ended Test Period at the time of cash received in that conversion. (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer (or any Restricted Subsidiary) may apply such Designated NonNet Proceeds at its option to any combination of the following: (1) to redeem the Notes as provided under Section 3.07 or to permanently repay, redeem, repurchase or reduce any Priority Lien Debt and other outstanding Priority Lien Obligations or any Parity Lien Debt other than the Notes; provided that, if the Issuer or any Restricted Subsidiary shall so repay, redeem or reduce any Parity Lien Debt in addition to the Notes, the Issuer or such Restricted Subsidiary will redeem or equally and ratably repurchase (or offer to repurchase) the Notes as provided either, at the Issuer’s option, pursuant to Section 3.07, through open-Cash Considerationmarket purchases (to the extent such purchases are at a purchase price at or above 100% of the principal amount of such Notes purchased, plus accrued but unpaid interest, if any) or by making an offer (in accordance with the fair market value procedures set forth below for an Asset Sale Offer (as defined below)) to all Holders to purchase their Notes at 100% of each item the principal amount thereof, plus the amount of Designated Non-Cash Consideration being measured at accrued but unpaid interest, if any, on the time received amount of Notes that would otherwise be prepaid to the date of such repurchases; (2) invest in or acquire Additional Assets; or (3) to make capital expenditures in respect of the Issuer’s or any Restricted Subsidiaries’ Oil and without giving effect to subsequent changes in value, Gas Business. (c) The requirements of clause (2) or (3) of Section 4.10(b) shall be deemed to be cash 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 an Affiliate of the Issuer within the time period specified in such 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. (d) Pending the final application of any Net Proceeds, the Issuer (or any Restricted Subsidiary) may invest the Net Proceeds in any manner that is not prohibited by this Indenture. (e) 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 $20.0 million, within five days thereof, the Issuer will make an offer to all Holders and, if required by the terms of other Parity Lien Debt, to all holders of such other Parity Lien Debt to purchase, prepay or redeem, on a pro rata basis, the maximum principal amount of Notes and such other Parity Lien Debt (plus all accrued interest 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 (an “Asset Sale Offer”). 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 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, the Issuer or any Restricted Subsidiary may use those Excess Proceeds for purposes any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of this provision Notes and for no other purposeParity Lien Debt, if applicable, tendered in such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other Parity Lien Debt 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 Issuer so that only Notes in denominations of $1,000, or an integral multiple of $1.00 in excess thereof, will be purchased). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will 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 thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes and other Parity Lien Debt, if applicable, pursuant to an Asset Sale Offer. To the extent that the provisions of any Collateral is disposed of pursuant to Permitted Asset Sale securities laws or as expressly permitted by regulations conflict with Section 3.09 or this Section 6.05 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 3.09 or pursuant to any disposition that does not constitute an Asset Sale but is otherwise not prohibited under this Agreement, in each case, to any Person other than a Loan Party, Section 4.10 by virtue of such Collateral shall be disposed of free and clear of the Liens created by the 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 foregoingcompliance.

Asset Sales. Cause or make an Asset Sale, unless: (a) the Borrower No Indenture Obligor shall, nor shall it permit any of its Obligor Subsidiaries to, make any Asset Sale (other than to another Indenture Obligor or such Restricted other Subsidiary, as the case may be, ) unless (i) such Indenture Obligor or such Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) Fair Market Value of the assets sold or otherwise disposed of;, and at least 85% of the consideration received by such Indenture Obligor or such Subsidiary from such Asset Sale is in the form of cash (in Dollars) and no portion thereof shall consist of inventory or accounts receivable or other property that would become subject to a Lien held by any other creditor of such Indenture Obligor or of any such Subsidiary other than the Lenders, New Tranche A Note Holders or the Holders of the Securities; provided, however, that the amount of any cash equivalent or note or other obligation received by such Indenture Obligor or such Subsidiary from the transferee in any such transaction that is converted within 45 days by such Indenture Obligor or such Subsidiary into cash shall be deemed upon such conversion to be cash for purposes of this provision; (ii) to the extent such Asset Sale involves Collateral, PCI or the Company shall cause the aggregate cash proceeds received by such Indenture Obligor or such Subsidiary in respect of such Asset Sale which are allocated to the Collateral, net of the items set forth in clauses (i) through (iii) of the definition of Net Proceeds (the "Collateral Proceeds"), to be deposited with the Collateral Agent in the Intercreditor Collateral Account as and when received by such Indenture Obligor or any such Subsidiary for application in accordance with the Common Security and Intercreditor Agreement and this Indenture; and (iii) the Net Proceeds received by such Indenture Obligor or such Subsidiary from any Asset Sale are applied in accordance with the following paragraphs. (b) except The Company shall apply 100% of the aggregate amount of Net Proceeds or the Collateral Proceeds, as the case may be, from each and every Asset Sale, subject to the provisions, if applicable, of the Common Security and Intercreditor Agreement, to the purchase of Securities tendered to the Company for purchase, in each case then Outstanding, at a price (the "Asset Sale Purchase Price") equal to 100% of the principal amount thereof, plus accrued interest, and premium, if any, to the date of purchase pursuant to an offer to purchase made by the Company (an "Asset Sale Offer") with respect to the Securities. (c) Until such time, if any, as the Net Proceeds from any Asset Sale are applied in accordance with this covenant, such Net Proceeds shall be segregated from 101 the other assets of each Indenture Obligor and each of its Obligor Subsidiaries and invested in cash or Eligible Investments. (d) Any Asset Sale Offer shall be made substantially in accordance with the procedures described under Section 1109 hereof. Each Indenture Obligor shall cause a notice of any Asset Sale Offer to be mailed to the Trustee and the Holders at their registered addresses not less than 30 days nor more than 45 days before the purchase date. In the case of a Permitted sale of Collateral, the notice of an Asset Swap, at least 75% Sale Offer shall contain the following additional information: (i) a description of the interests to be released; (ii) the Fair Market Value of the released interests as of a date no later than 60 days before the date of such notice; and (iii) certification that the purchase price received is not less than the Fair Market Value of such released interest as of the date of such release. Such notice to the Trustee shall be accompanied by an Officers' Certificate setting forth a statement to the effect that (x) an Indenture Obligor intends to make an Asset Sale, and/or (y) there has occurred a destruction or condemnation in respect of Collateral resulting in Insurance Proceeds or Net Awards which are not required to be applied to effect a Restoration of the affected Collateral under the applicable Security Document. The notice shall also be accompanied by an Opinion of Counsel as to the Asset Sale Offer and satisfactory evidence from a title company that the Liens of the Collateral Agent or the remaining Collateral continue unimpaired as perfected first priority liens. Upon receiving notice of an Asset Sale Offer, Holders may elect to tender their Securities in whole or in part in integral multiples of $1 in exchange for cash. To the extent that Holders properly tender Securities in an amount exceeding the Asset Sale Offer, Securities of tendering Holders shall be repurchased on a pro rata basis (based on amounts tendered). (e) In the event any Indenture Obligor is required to make an Asset Sale Offer at a time when such Indenture Obligor is prohibited from making such Offer, any other Indenture Obligor shall, on or prior to the date that such Indenture Obligor is required to make an Asset Sale Offer, seek the consent of the Holders and the New Tranche A Note Holders to repurchase Securities pursuant to such Asset Sale Offer; provided, however, that the failure to make or consummate the Asset Sale Offer as provided herein shall constitute an Event of Default. (f) The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act, any other tender offer rules under the Exchange Act and all other applicable U.S. Federal and state and Canadian federal and provincial securities laws or regulations in connection with any offer to repurchase and the repurchase of the Securities as described above. (g) No Indenture Obligor shall, nor shall it not permit any of its Obligor Subsidiaries to, create or permit to exist or become effective any consensual restriction, other than restrictions not more restrictive taken as a whole (as determined in 102 good faith by the Board of Directors of PCI) than those in effect under the Exit Facility or any other Indebtedness permitted by Section 1008, that would materially impair the ability of any Indenture Obligor or any of its Obligor Subsidiaries to comply with the provisions of this Section 1009. (h) If at any time any non-cash consideration therefor permitted by this Section 1009 (other than any such consideration consisting of inventory, accounts receivable and certain related assets securing or permitted to secure the Exit Facility) is received by the Borrower any Indenture Obligor or such Restricted any Obligor Subsidiary, as the case may be, is in connection with any Asset Sale of assets permitted by this Section 1009 which includes Collateral, such non-cash consideration shall be made subject to the Lien of the Security Documents in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or manner contemplated in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations or that are owed to the Borrower or a Restricted Subsidiary, that are assumed by the transferee of any such assets Common Security and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing; (ii) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (Intercreditor Agreement to the extent of the purchase price allocated to the Collateral. If and when any such non-cash received) within 180 days following the closing of such Asset Sale; and (iii) consideration received from any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value(whether or not relating to Collateral) is converted into or sold or otherwise disposed of for cash, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $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 then 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, conversion or disposition 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 does not constitute an Asset Sale but hereunder and the Net Proceeds or the Collateral Proceeds thereof shall be applied in accordance with this Section 1009 and this Indenture. (i) All Insurance Proceeds and all Net Awards required to be delivered to the Collateral Agent pursuant to any Security Document shall constitute Trust Moneys and shall be delivered, or caused to be delivered by each Indenture Obligor or any of its Obligor Subsidiaries, as the case may be, to the Collateral Agent promptly after receipt by any Indenture Obligor or any of its Obligor Subsidiaries and be deposited into the appropriate Intercreditor Collateral Account. If the relevant Obligor shall not deliver a Restoration Election Notice (as such term is otherwise not prohibited under this defined in the Common Security and Intercreditor Agreement) in accordance with Section 5.04 of the Common Security and Intercreditor Agreement, or if a Restoration (as such term is defined in each case, to any Person other than a Loan Partythe Common Security and Intercreditor Agreement) is not commenced and diligently continued, such Collateral Insurance Proceeds and Net Awards shall be disposed deemed proceeds of free and clear an Asset Sale for the purposes of the Liens created by the Loan Documentsthis Indenture, and the Administrative Agent Company shall promptly apply 100% of the aggregate amount of Insurance Proceeds and Net Awards to the purchase of Securities then Outstanding at a price equal to 100% of the principal amount thereof, plus accrued interest, and premium, if any, tendered to the Company for purchase pursuant to an offer to purchase made by the Company with respect to the Securities and the provisions of this Indenture governing Asset Sale Offers and other related provisions shall apply to such an offer to purchase mutatis mutandis. Insurance Proceeds and Net Awards so deposited that may be applied by each Indenture Obligor or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order of its Obligor Subsidiaries to effect a Restoration of the foregoing.affected Collateral under the applicable Security Document may be withdrawn from the Intercreditor Collateral Account only in accordance with the applicable provisions of the Common Security and Intercreditor Agreement. Insurance Proceeds and Net Awards so deposited that are not applied to effect a Restoration of the affected Collateral under the applicable Security Document and are subject to a consummated Asset Sale Offer may only be withdrawn in accordance with applicable provisions of the Common Security and Intercreditor Agreement. 103

Asset Sales. Cause or make The Borrower will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, Sale unless: (a) the Borrower (or such the Restricted Subsidiary, as the case may be, ) receives consideration at the time of such the Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of;; and (b) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, Subsidiary in the Asset Sale and all other Asset Sales since the “Closing Date” (as defined in the case may be, Senior DT Notes Base Indenture) is in the form of cash cash, Cash Equivalents or Cash Equivalents; provided that Replacement Assets or a combination thereof. For purposes of this provision, each of the amount offollowing will be deemed to be cash: (i) any liabilities (liabilities, as shown on the Borrower’s or such Restricted Subsidiary’s most recent consolidated balance sheet (or in as would be shown on the footnotes thereto) Borrower’s consolidated balance sheet as of the date of such Asset Sale), of the Borrower or such any Restricted Subsidiary, Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Obligations Term Loans or any Guarantee of the Term Loans) that are owed to repaid and discharged by the Borrower transferee of any such assets, or a Restricted Subsidiary, that are assumed by the transferee of any such assets and for which pursuant to a novation agreement that releases the Borrower and all of its or such Restricted Subsidiaries have been validly released by all creditors in writingSubsidiary from further liability; (ii) any securities securities, notes or other obligations received by the Borrower Borrower, or any such Restricted Subsidiary Subsidiary, from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (cash, Cash Equivalents or Replacement Assets within 90 days after such Asset Sale, to the extent of the cash received) within 180 days following the closing of such Asset Salecash, Cash Equivalents or Replacement Assets received in that conversion; and (iii) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in such Asset Sale having an aggregate fair market valueamount 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. Notwithstanding the foregoing, the 75% limitation referred to above shall 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 from an Asset Sale, the Borrower or a Restricted Subsidiary may apply an amount equal to such Net Proceeds: (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 that time 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 exceed the greater of $150,000,000 and 90.0% of EBITDA be in violation of the Borrower preceding paragraph so long as such application of the end of the most recently ended Test Period at the time funds is consummated within 545 days of the receipt of such Designated Non-Cash ConsiderationNet Proceeds. Pending the final application of any Net Proceeds of an Asset Sale, with the fair market value Borrower may temporarily reduce revolving credit borrowings or otherwise use the Net Proceeds in any manner that is not prohibited by this Agreement. An amount equal to any Net Proceeds from Asset Sales that are not applied or invested as provided in the third paragraph of each item of Designated Non-Cash Consideration being measured this Section 6.4 will, at the time received 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 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 required by, Section 6.05 or pursuant to any disposition that does not constitute an Asset Sale but is otherwise 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 the Loan Documents2.14(b), and thereupon the Administrative Agent or the Collateral Agent, as applicable, shall amount of Excess Proceeds will be authorized to take any actions deemed appropriate in order to effect the foregoingreset at zero.

Asset Sales. Cause or make an Asset Sale, unless: (a) the Borrower No Indenture Obligor shall, nor shall it permit any of its Obligor Subsidiaries to, make any Asset Sale (other than to another Indenture Obligor or such Restricted other Subsidiary, as the case may be, ) unless (i) such Indenture Obligor or such Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets sold or otherwise disposed of, and at least 85% of the consideration received by such Indenture Obligor or such Subsidiary from such Asset Sale is in the form of cash (in Dollars) and no portion thereof shall consist of inventory or accounts receivable or other property that would become subject to a Lien held by any other creditor of such Indenture Obligor or of any such Subsidiary other than the New Tranche A Note Holders or the Holders of the Securities; provided, however, that the amount of any cash equivalent or note or other obligation received by such Indenture Obligor or such Subsidiary from the transferee in any such transaction that is converted within 45 days by such Indenture Obligor or such Subsidiary into cash shall be deemed upon such conversion to be cash for purposes of this provision; (ii) to the extent such Asset Sale involves Collateral, (x) the consent of the Holders of a majority of the aggregate principal amount of the Securities then Outstanding shall be obtained prior to the consummation of such sale and (y) PCI or the Company shall cause the aggregate cash proceeds received by such Indenture Obligor or such Subsidiary in respect of such Asset Sale which are allocated to the Collateral, net of the items set forth in clauses (i) through (iii) of the definition of Net Proceeds (the "Collateral Proceeds"), to be deposited with the Collateral Agent in the Intercreditor Collateral Account as and when received by such Indenture Obligor or any such Subsidiary; and (iii) the Net Proceeds received by such Indenture Obligor or such Subsidiary from any Asset Sale are applied in accordance with the following paragraphs. (b) The Company shall apply 100% of the aggregate amount of Net Proceeds from each and every Asset Sale, subject to the provisions, if applicable, of the Common Security and Intercreditor Agreement, to the purchase of Securities tendered to the Company for purchase, in each case then Outstanding, on or prior to the tenth day following the date on which such Net Proceeds are received by such Indenture Obligor or any such Subsidiary at a price (the "Asset Sale Purchase Price") equal to 100% of the principal amount thereof, plus accrued interest, and premium, if any, to the date of purchase pursuant to an offer to purchase made by the Company (an "Asset Sale Offer") with respect to the Securities, as the case may be. (c) Until such time, if any, as the Net Proceeds from any Asset Sale are applied in accordance with this covenant, such Net Proceeds shall be segregated from the other assets of each Indenture Obligor and each of its Obligor Subsidiaries and invested in cash or Eligible Investments. (d) Any Asset Sale Offer shall be made substantially in accordance with the procedures described under Section 1109 hereof. Each Indenture Obligor shall cause a notice of any Asset Sale Offer to be mailed to the Trustee and the Holders at their registered addresses not less than 30 days nor more than 45 days before the purchase date. In the case of a sale of Collateral, the notice of an Asset Sale Offer shall contain the following additional information: (i) a description of the interests to be released; (ii) the Fair Market Value of the released interests as of a date no later than 60 days before the date of such notice; and (iii) certification that the purchase price received is not less than the Fair Market Value of such released interest as of the date of such release. Such notice to the Trustee shall be accompanied by an Officers' Certificate setting forth a statement to the effect that (x) an Indenture Obligor intends to make an Asset Sale, and/or (y) there has occurred a destruction or condemnation in respect of Collateral resulting in Insurance Proceeds or Net Awards which are not required to be applied to effect a Restoration of the affected Collateral under the applicable Security Document. The notice shall also be accompanied by an Opinion of Counsel as to the Asset Sale Offer and satisfactory evidence from a title company that the Liens of the Collateral Agent or the remaining Collateral continue unimpaired as perfected first priority liens. Upon receiving notice of an Asset Sale Offer, Holders may elect to tender their Securities in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent that Holders properly tender Securities in an amount exceeding the Asset Sale Offer, Securities of tendering Holders shall be repurchased on a pro rata basis (based on amounts tendered). (e) In the event any Indenture Obligor is required to make an Asset Sale Offer at a time when such Indenture Obligor is prohibited from making such Offer, any other Indenture Obligor shall, on or prior to the date that such Indenture Obligor is required to make an Asset Sale Offer, seek the consent of the Holders and the New Tranche A Note Holders to repurchase Securities pursuant to such Asset Sale Offer; provided, however, that the failure to make or consummate the Asset Sale Offer as provided herein shall constitute an Event of Default. (f) The Company shall comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act, any other tender offer rules under the Exchange Act and all other applicable U.S. Federal and state and Canadian federal and provincial securities laws or regulations in connection with any offer to repurchase and the repurchase of the Securities as described above. (g) No Indenture Obligor shall, nor shall it not permit any of its Obligor Subsidiaries to, create or permit to exist or become effective any consensual restriction, other than restrictions not more restrictive taken as a whole (as determined in good faith by the BorrowerBoard of Directors of PCI) than those in effect under the Exit Facility or any other Indebtedness permitted by Section 1008, that would materially impair the ability of any Indenture Obligor or any of its Obligor Subsidiaries to comply with the assets sold or otherwise disposed of;provisions of this Section 1009. (bh) except in If at any time any non-cash consideration permitted by this Section 1009 (other than any such consideration consisting of inventory, accounts receivable and certain related assets securing or permitted to secure the case of a Permitted Asset Swap, at least 75% of the consideration therefor Exit Facility) is received by the Borrower any Indenture Obligor or such Restricted any Obligor Subsidiary, as the case may be, is in connection with any Asset Sale of assets permitted by this Section 1009 which includes Collateral, such non-cash consideration shall be made subject to the Lien of the Security Documents in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or manner contemplated in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations or that are owed to the Borrower or a Restricted Subsidiary, that are assumed by the transferee of any such assets Common Security and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing; (ii) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (Intercreditor Agreement to the extent of the purchase price allocated to the Collateral. If and when any such non-cash received) within 180 days following the closing of such Asset Sale; and (iii) consideration received from any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value(whether or not relating to Collateral) is converted into or sold or otherwise disposed of for cash, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $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 then 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, conversion or disposition 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 does not constitute an Asset Sale but is otherwise not prohibited under hereunder and the Net Proceeds thereof shall be applied in accordance with this AgreementSection 1009 and this Indenture. (i) All Insurance Proceeds and all Net Awards required to be delivered to the Collateral Agent pursuant to any Security Document shall constitute Trust Moneys and shall be delivered, in or caused to be delivered by each caseIndenture Obligor or any of its Obligor Subsidiaries, as the case may be, to the Collateral Agent promptly after receipt by any Person other than a Loan Party, such Indenture Obligor or any of its Obligor Subsidiaries and be deposited into the appropriate Intercreditor Collateral shall be disposed of free Account and clear applied in accordance with the 95 applicable provisions of the Liens created Common Security and Intercreditor Agreement. Insurance Proceeds and Net Awards so deposited that may be applied by the Loan Documents, and the Administrative Agent each Indenture Obligor or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order of its Obligor Subsidiaries to effect a Restoration of the foregoingaffected Collateral under the applicable Security Document may be withdrawn from the Intercreditor Collateral Account only in accordance with the applicable provisions of the Common Security and Intercreditor Agreement. Insurance Proceeds and Net Awards so deposited that are not applied to effect a Restoration of the affected Collateral under the applicable Security Document may only be withdrawn in accordance with applicable provisions of the Common Security and Intercreditor Agreement.

Asset Sales. Cause (a) The Borrower shall not, and shall not permit any Restricted Subsidiary to, cause, make or make suffer to exist an Asset Sale, Sale unless: (ai) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, in connection with such Asset Sale) at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by measured at the Borrowertime of contractually agreeing to such Asset Sale) of the assets or Equity Interests sold or otherwise disposed of;; and (bii) except in the case of a Permitted Asset Swap, at least 7575.0% of the consideration therefor therefor, together with all other Asset Sales since the Closing Date (on a cumulative basis), received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (iA) any liabilities (as shown on the Borrower’s ’s, or such Restricted Subsidiary’s most recent internally available balance sheet or in the footnotes notes thereto) of the Borrower or such any Restricted Subsidiary, Subsidiary (other than liabilities that are (1) contingent, (2) by their terms subordinated to the Obligations in contractual right of payment, (3) with respect to a sale, conveyance, transfer or that are owed to disposition of Collateral, unsecured liabilities of the Borrower or a Restricted SubsidiaryGuarantor or (4) with respect to a sale, conveyance, transfer or disposition of Collateral, liabilities that are secured by Liens on the Collateral that rank junior to the Liens securing the Obligations) that are assumed by the transferee of any such assets and for as a result of which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing;are no longer obligated with respect to such liabilities or are indemnified against further liabilities; and (iiB) any securities securities, notes or other obligations or assets received by the Borrower or such a Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 90 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 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 or Cash Equivalents for purposes of this provision and for no other purpose. To . (b) The Net Proceeds of any Asset Sale shall be applied in accordance with Section 2.11(a). (c) Notwithstanding the foregoing, to the extent that repatriation to the United States of America of any Collateral is disposed or all the Net Proceeds of pursuant to Permitted any Asset Sale by a Foreign Subsidiary (x) is prohibited or delayed by applicable local law or (y) would have a material adverse Tax consequence (taking into account any foreign Tax credit or other net benefit actually realized in connection with such repatriation that would not otherwise be realized), as expressly permitted determined by the Borrower in its sole discretion exercised in good faith, the portion of such Net Proceeds so affected shall not be required to be applied in compliance with this covenant, and such amounts may be retained by the applicable Foreign Subsidiary; provided that clause (x) of this Section 6.05 6.4(c) shall apply to such amounts for so long, but only for so long, as the applicable local law shall not permit repatriation to the United States of America (the Borrower hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law, applicable organizational impediments or pursuant other impediment to permit such repatriation), and if such repatriation of any disposition that does of such affected Net Proceeds is permitted under the applicable local law and is not constitute an Asset Sale but is otherwise not prohibited under subject to clause (y) of this AgreementSection 6.4(c), in each casethen such repatriation shall be promptly effected and such repatriated Net Proceeds shall be applied (net of additional Taxes payable or reserved against as a result thereof, to any Person other than a Loan Party, the extent not already taken into account under the definition of “Net Proceeds”) in compliance with this covenant. The time periods set forth in this covenant shall not start until such Collateral shall time as the Net Proceeds may be disposed of free and clear of the Liens created by the Loan Documents, and the Administrative Agent repatriated (whether or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoingnot such repatriation actually occurs).

Asset Sales. Cause or make (a) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, Sale unless: (a1) the Borrower (or such the Restricted Subsidiary, as the case may be, ) receives consideration at the time of such the Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of;; and (b2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received in the Asset Sale by the Borrower or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash cash, Cash Equivalents or Cash Equivalents; provided that a combination thereof. For purposes of this provision (but not the amount ofdefinition of Net Proceeds), each of the following shall be deemed to be cash: (iA) any liabilities (liabilities, as shown on the Borrower’s or such Restricted Subsidiary’s most recent consolidated balance sheet or in the footnotes thereto) sheet, of the Borrower or such any Restricted Subsidiary, Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations Loans or that are owed to the Borrower or a Restricted Subsidiary, any Guaranty) that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing; (ii) any securities received by pursuant to a customary assumption agreement that releases the Borrower or such Restricted Subsidiary from further liability; (B) any securities, notes or other obligations received by the Borrower or any such Restricted Subsidiary from such transferee that are are, within 180 days following receipt thereof, converted (including by way of a financing transaction) by the Borrower or such Restricted Subsidiary into cash (cash, to the extent of the cash received) within 180 days following the closing of such Asset Sale; andreceived in that conversion; (iiiC) any stock or assets of the kind referred to in clauses (3) or (5) of Section 6.8(b); (D) any Designated Non-Cash Noncash Consideration received by the Borrower or such any Restricted Subsidiary thereof in such Asset Sale having an aggregate fair market valuea Fair Market Value, taken together with all other Designated Non-Cash Noncash Consideration received pursuant to this clause (iiiD) that is at that time outstanding, not to exceed the greater of (i) $150,000,000 50.0 million and 90.0(ii) 5.0% of EBITDA of the Borrower as of the end of the most recently ended Test Period Total Assets at the time of the receipt of such Designated Non-Cash Noncash Consideration, with the fair market value Fair Market Value of each item of Designated Non-Cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value; and (E) cash held in escrow as security for any purchase price settlement, shall be deemed to be cash for purposes damages in respect of this provision a breach of representations and warranties or certain covenants or for no payment of other purpose. To contingent obligations in connection with the extent Asset Sale. (b) Within 450 days after the receipt of 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 does not constitute Net Proceeds from an Asset Sale but (provided that with respect to clauses (3) and (5) of this Section 6.8(b), a binding commitment entered into within such 450 day period shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as such Net Proceeds are applied to satisfy such commitment within 180 days of such commitment; provided further that if any such commitment is cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds), the Borrower (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds, at its 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 repay any Indebtedness of any Restricted Subsidiary that is not a Guarantor (other than any Indebtedness owed to the Borrower or another Restricted Subsidiary); (3) to acquire all or substantially all of the assets of, or any Capital Stock of any Person engaged in, 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; (4) to make a capital expenditure that is used or useful in a Permitted Business; (5) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or (6) to make an Asset Sale Offer by designating such Net Proceeds as “Excess Proceeds” or, to the extent a Change of Control has occurred as a result of such Asset Sale, to make a Change of Control Offer. For the absence of doubt, this Section 6.8(b) shall not eliminate or reduce the Borrower’s obligations under Section 2.12(b). Pending the final application of any Net Proceeds, the Borrower may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited under by this Agreement. (c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 6.8(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, within ten days thereof, the Borrower will make an Asset Sale Offer in each case, accordance with the procedures set forth in Section 2.12(a) to any Person all Lenders and all holders of other than a Loan Party, Indebtedness that is pari passu with the Loans containing provisions similar to those set forth in this Agreement with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with Section 2.12(a) hereof to purchase the maximum principal amount of Loans and such Collateral shall other pari passu Indebtedness that may be disposed of free and clear purchased out of the Liens created by Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the Loan Documentsprincipal amount 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 Borrower may use those Excess Proceeds for any purpose not otherwise prohibited by this Agreement. If the aggregate principal amount of the Loans and other pari passu Indebtedness properly and validly tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Administrative Agent shall select the Loans and the Borrower or such other applicable party shall select such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the Collateral Agent, as applicable, shall amount of Excess Proceeds will be authorized to take any actions deemed appropriate in order to effect the foregoingreset at zero.

Asset Sales. Cause or make an (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate any Asset Sale, unless: (a1) the Borrower consideration received by the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale Subsidiary is at least equal to the fair market value (as determined in good faith by the Borrower) Fair Market Value of the assets sold or otherwise disposed of;, and (b2) except in the case of a Permitted Asset Swap, at least 7575.0% of the consideration therefor received by the Borrower Issuer or such Restricted Subsidiary, as the case may be, is in the form Subsidiary consists of cash or Cash Equivalents; Equivalents or Replacement Assets; provided that that, with respect to the amount ofsale of one or more Properties, up to 75.0% 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 clause (2), the following will be deemed to be cash: (iA) any liabilities (as shown on of the Borrower’s Issuer or any such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a Restricted Subsidiary, any Note Guarantee) that are assumed by the transferee of any such assets and for which either (a) the Borrower Issuer and all of its any such Restricted Subsidiaries have been validly released by all the creditors or (b) the transferee and/or an Affiliate thereof has agreed in writing;writing to fully indemnify the Issuer or such Restricted Subsidiaries; (iiB) any securities securities, evidences of Indebtedness, notes or other obligations received by the Borrower Issuer or any such Restricted Subsidiary from such transferee that are converted by the Borrower Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) or Cash Equivalents within 180 days following of the closing consummation of such Asset Sale; Sale; and (iiiC) any Designated Non-Cash cash Consideration received by the Borrower Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (iiiC) that is at that time outstanding, not to exceed the greater of $150,000,000 100.0 million and 90.0an amount equal to 2.5% of EBITDA of the Borrower Adjusted Total Assets, as of the end any date of the most recently ended Test Period at the time of the receipt of such Designated Non-Cash ConsiderationIncurrence, with the fair market value Fair Market Value of each item of Designated Non-Cash cash Consideration being measured at the time received and without giving effect to subsequent changes in value. In addition, any Asset Sale arising from any sale, transfer or other disposition of an Investment in a Joint Venture to the extent required by, or made pursuant to, customary buy/sell arrangements between the Joint Venture parties set forth in joint venture or similar agreements need not comply with clauses (1) and (2) above to the extent that such transaction is otherwise permitted under this Indenture and the Net Cash Proceeds received in such transaction shall be deemed applied in accordance with the provisions of this covenant set forth below. (b) Within 365 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Issuer will or will cause the Applicable Percentage of such Net Cash Proceeds (or an amount equal to the Applicable Percentage of such Net Cash Proceeds) to be cash for purposes applied to: (1) (i) make any repayments of this provision Pari Passu Lien Obligations as required pursuant to the XHR Credit Agreements during the Covenant Waiver Period (as defined in the XHR Credit Agreements) (without obligation to permanently reduce commitments with respect thereto unless required under the XHR Credit Agreements) and for no (ii) thereafter, permanently reduce Obligations constituting Pari Passu Lien Obligations and, if the Indebtedness repaid is revolving credit facilities or other purpose. To similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than Obligations owed to the Issuer or a Restricted Subsidiary); provided that (x) to the extent any Collateral is disposed the terms of Pari Passu Lien Obligations that are incurred pursuant to Permitted Credit Facilities (other than Obligations under the Notes or other Capital Markets Indebtedness) require that such Pari Passu Lien Obligations are repaid with the Net Cash Proceeds from an Asset Sale prior to repayment of other Indebtedness (including the Notes), the Issuer and the Restricted Subsidiaries shall be entitled to repay such other Pari Passu Lien Obligations (other than Capital Markets Indebtedness) prior to repaying Obligations under the Notes (it being understood and agreed that (i) during the Exception Period, the terms of the XHR Credit Agreements require that certain XHR Credit Agreements be repaid with the Net Cash Proceeds from an Asset Sale prior to repayment of other Indebtedness (including the Notes) and (ii) if the aggregate Net Cash Proceeds received from all Asset Sales during the Covenant Waiver Period exceeds $500.0 million, then the terms of the XHR Credit Agreements require that such excess Net Cash Proceeds be applied to repay the Term Loan Credit Facilities prior to repayment of other Indebtedness (including the Notes)) and (y) except as provided in the foregoing clause (x), if the Issuer or as expressly permitted any Restricted Subsidiary shall so reduce Pari Passu Lien Obligations, the Issuer will, equally and ratably, reduce Obligations under the Notes pursuant to Section 3.07 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 herein) to all Holders to purchase their Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the principal amount of Notes so purchased; (2) fund all or a portion of an optional redemption of the Notes pursuant to Section 3.07 hereof or repurchase the Notes in open market transactions if such repurchase is not otherwise prohibited by this Section 6.05 or pursuant Indenture; (3) permanently reduce Obligations ranking pari passu with the Notes other than Pari Passu Lien Obligations so long as the relevant Net Cash Proceeds are received with respect to any disposition an Asset Sale of property that does not constitute Collateral; provided that if the Issuer or any Restricted Subsidiary shall so reduce any such pari passu Obligations, the Issuer will equally and ratably reduce or offer to reduce Obligations under the Notes in any manner set forth in clause (1)(y) above (based on the amounts so applied to such repayments or prepayments); (4) permanently reduce Secured Indebtedness of the Issuer or any Subsidiary Guarantor or Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor, in each case owing to a Person other than the Issuer or any of its Restricted Subsidiaries; (5) make (A) an Asset Sale but investment in or acquisition of any one or more Replacement Assets, (B) capital expenditures in a Related Business owned by the Issuer or a Restricted Subsidiary or (C) an acquisition of other assets of a nature or type that are used in or useful to the business of the Issuer or any of its Restricted Subsidiaries existing on the date of such investment, capital expenditure or acquisition; provided that the assets (including Capital Stock) acquired with the Net Cash Proceeds of a disposition of Collateral are pledged as Collateral to the extent required under the Security Documents (except to the extent a Lien thereon is not required by, or is released by lenders, under the XHR Credit Agreements); or (6) any combination of the foregoing; provided, that the Issuer will be deemed to have complied with the provisions described in clause (5) of this Section 4.09 if and to the extent that the Issuer or any of its Restricted Subsidiaries enter into a definitive agreement committing to make such investment, acquisition or capital expenditure or so invest within such 365-day period, which acquisition, capital expenditure or investment shall be made within 180 days after the end of such 365-day period. (c) Pending the application of any such Net Cash Proceeds as described above, the Issuer may temporarily reduce Indebtedness or otherwise invest such Net Cash Proceeds in any manner that is not prohibited under by this AgreementIndenture. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 365-day period as set forth in the preceding sentence and not applied (or committed to be applied) as so required by the end of such period 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 $50.0 million, the Issuer must commence, not later than 20 Business Days thereafter, and consummate an Offer to Purchase from the Holders 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 an Offer to Purchase or redeem with the proceeds of sales of assets, on a pro rata basis (subject to adjustments to maintain the authorized denominations for the Notes and any pari passu Indebtedness), an aggregate principal amount of Notes and such other pari passu Indebtedness equal to the Excess Proceeds on such date, at a purchase price equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness plus, in each case, accrued and unpaid interest, to, but not including, the Payment Date. (d) If the aggregate principal amount of Notes and other pari passu Indebtedness with the Notes tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, then the Notes and such other pari passu Indebtedness will be purchased on a pro rata basis based on the principal amount of the Notes and such other pari passu Indebtedness tendered (subject to adjustments to maintain the authorized denominations for the Notes and any pari passu Indebtedness). Upon completion of each Offer to Purchase, any remaining Excess Proceeds subject to such Offer to Purchase will no longer be deemed to be Excess Proceeds and may be applied to any Person other than a Loan Partypurpose not prohibited under this Indenture. (e) If any such Offer to Purchase is subject to satisfaction of one or more conditions precedent, such Collateral notice will describe each such condition, and if applicable, will state that, in the Issuer’s discretion, the Payment Date may be delayed until such time as any or all such conditions shall be disposed of free satisfied, or such redemption or purchase may not occur and clear of such notice may be rescinded in the Liens created event that any or all such conditions shall not have been satisfied by the Loan DocumentsPayment Date, or by the Payment Date as so delayed, in each case in accordance with Section 3.03 hereof. (f) On the Payment Date, the Issuer will: (1) accept for payment on a pro rata basis Notes or portions thereof tendered pursuant to an Offer to Purchase; (2) deposit with the applicable paying agent money sufficient, as determined by the Issuer, to pay the purchase price of all Notes or portions thereof so accepted; and (3) promptly thereafter deliver, or cause to be delivered, to the Trustee all Notes or portions thereof so accepted together with an Officer’s Certificate specifying the Notes or portions thereof accepted for payment by the Issuer. The Paying Agent will promptly deliver to the Holders so accepted payment in an amount equal to the purchase price, and the Administrative Agent Trustee will promptly authenticate and deliver to such Holders a new Note equal in principal amount to any unpurchased portion of any Note surrendered; provided that each Note purchased and each new Note issued will be in a principal amount of $2,000 and any higher integral multiple of $1,000. The Issuer will publicly announce the results of an Offer to Purchase as soon as practicable after the Payment Date. (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 Offer to Purchase in connection with an Asset Sale. To the extent that the provisions of any securities laws or regulations conflict with the Collateral Agentprovisions of this Section 4.09, as applicable, shall the Issuer will comply with the applicable securities laws and regulations and will not be authorized deemed to take any actions deemed appropriate in order to effect the foregoinghave breached its obligations under this Section 4.09 by virtue of such compliance.

Asset Sales. Cause or make (a) The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless: Sale unless (ai) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined evidenced by a resolution of the Board of Directors of the Borrower set forth in good faith by an officer's certificate delivered to the BorrowerAdministrative Agent) of the assets or Equity Interests issued or sold or otherwise disposed of; of and (bii) except in the case of a Permitted Asset Swap, at least 7580% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalentscash; provided PROVIDED, HOWEVER, that the amount of: of (iA) any liabilities (as shown on the Borrower’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes theretosheet) of the Borrower or such Restricted Subsidiary, Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations Term Loans or that are owed to the Borrower or a Restricted Subsidiary, any guarantee thereof) that are assumed by the transferee of any such assets and for which pursuant to a customary novation agreement that releases the Borrower or such Restricted Subsidiary from further liability and all of its Restricted Subsidiaries have been validly released by all creditors in writing; (iiB) any securities securities, notes or other obligations received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary within 30 days of receipt into cash (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 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 provision. (b) Within 270 days after the receipt of any Net Proceeds from an Asset Sale, the Borrower or any such Restricted Subsidiary may apply such Net Proceeds to reduce Indebtedness under the Revolving Credit Facility or other PARI PASSU Indebtedness (and for no other purposein the case of such PARI PASSU Indebtedness, to correspondingly reduce commitments with respect thereto). To the extent such Net Proceeds are not utilized as contemplated in the preceding sentence, such Net Proceeds may, within 270 days after receipt thereof, be utilized to acquire Replacement Assets. Pending the final application of any Collateral such Net Proceeds, the Borrower or any Restricted Subsidiary may otherwise invest such Net Proceeds in any manner that is disposed not prohibited by this Agreement. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first two sentences of this clause will be deemed to constitute "EXCESS PROCEEDS" and shall be applied as set forth in SECTION 3.1. 1. To the extent that the aggregate amount of Term Loans prepaid pursuant to Permitted Asset Sale or as expressly permitted by this Section 6.05 or pursuant to any disposition that does not constitute an Asset Sale but Offer is otherwise not prohibited under less than the amount that the Borrower is required to prepay (as a result of a Lender declining to have its Term Loans prepaid pursuant to SECTION 3.1.1), the Borrower may use any remaining Excess Proceeds for general corporate purposes. Upon completion of the prepayment of all Term Loans in connection with a particular Asset Sale, pursuant to the terms of this Agreement, in each case, to any Person other than a Loan Party, such Collateral the amount of Excess Proceeds shall be disposed of free and clear of the Liens created by the 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 foregoingreset at zero.

Asset Sales. Cause (a) The Company shall not, and shall not permit any of the Restricted Subsidiaries to, cause or make an Asset Sale, unless: unless (ax) the Borrower Company or such any Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by the BorrowerCompany) of the assets sold or otherwise disposed of; of and (by) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor for such Asset Sale received by the Borrower Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as shown on the BorrowerCompany’s or such a Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) notes thereto or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Borrower Company’s or such Restricted Subsidiary’s balance sheet or in the notes thereto if such incurrence or increase had taken place on or prior to the date of such balance sheet, as determined by the Company) of the Company or a Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations Notes, the Parent Guarantee or that are owed to the Borrower or a Restricted Subsidiary, any Subsidiary Guarantee) that are assumed by the transferee of any such assets and for which (or a third party in connection with such transfer) or that are otherwise cancelled or terminated in connection with the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing;transaction with such transferee, (ii) any notes or other obligations or other securities or assets received by the Borrower Company or such Restricted Subsidiary from such transferee that are converted by the Borrower Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 days of the receipt thereof (to the extent of the cash or Cash Equivalents received), (iii) within 180 days following the closing Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale; , to the extent that the Company 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 Company or a Restricted Subsidiary (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Company or any Restricted Subsidiary, and (iiiv) any Designated Non-Cash cash Consideration received by the Borrower Company or such any Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value (as determined in good faith by the Company), taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (iiiSection 4.06(a)(v) that is at that time outstanding, not to exceed the greater of $150,000,000 165.0 million and 90.0% of 0.35 multiplied by the Adjusted EBITDA of the Borrower as of the end of Company for the most recently ended Test Period at four full fiscal quarters for which financial statements have been delivered to the time of Trustee immediately preceding the receipt of such Designated Non-Cash Consideration, cash Consideration and after giving pro forma effect thereto as if such event occurred at the beginning of such four fiscal quarters (with the fair market value Fair Market Value of each item of Designated Non-Cash 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 Cash Equivalents for the purposes of this provision Section 4.06(a). (b) Within 15 months after the Company’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, the Company 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 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 Subsidiary Guarantor or the Issuer, (C) obligations under the Notes or (D) other Pari Passu Indebtedness (provided that, if the Issuer or any Subsidiary Guarantor shall so reduce Obligations under unsecured Pari Passu Indebtedness under this clause (D) (which, for no other purpose. To the extent any Collateral is disposed 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 Issuer will equally and ratably reduce Notes Obligations either, as the Issuer shall elect in its sole discretion, pursuant to Permitted Asset Sale Section 3.01, through open-market purchases (provided that such purchases are at or as expressly permitted 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 this Section 6.05 or pursuant to any disposition that does not constitute making an offer (in accordance with the procedures set forth below for an Asset Sale but 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 otherwise not prohibited under this Agreementin the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Company or in an increase in the percentage ownership by the Company (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 Person other than 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 Loan Partybinding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment until the 21-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 21-month anniversary of the receipt of such Net Proceeds but before such Net Proceeds are so applied, then such Net Proceeds shall constitute Excess Proceeds unless the Company 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 Company 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 six months of such Second Commitment, then such Net Proceeds shall constitute Excess Proceeds. Pending the final application of any such Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility or otherwise use such Net Proceeds in any manner not prohibited by this Indenture. If the Company has not applied any Net Proceeds from any Asset Sale as provided and within the time period set forth in this Section 4.06(b), then, in lieu of applying such Net Proceeds in such manner, such Collateral shall be disposed Net Proceeds (it being understood that any portion of free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agentsuch Net Proceeds used to make an offer to purchase Notes, as applicabledescribed in clause (i) of this Section 4.06, shall be authorized deemed to take 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 $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 actions 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 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 offered to the holders 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 Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that the aggregate amount of Excess Proceeds exceeds $125.0 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 Issuer 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 21 months (or such longer period provided above) or with respect to Excess Proceeds of $125.0 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 Company and the Restricted Subsidiaries 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 Issuer 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 to zero (regardless of whether there are any remaining Excess Proceeds upon such completion). (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) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, the Issuer 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 or prior to the Asset Sale Offer purchase date, the Issuer shall irrevocably deposit with the Trustee or with the Paying Agent (or, if the Issuer or a Subsidiary is acting as the Paying Agent, segregate and hold in trust) an amount equal to the Asset Sale Offer purchase price to be paid 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 Issuer 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 Issuer. 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 Issuer to the Trustee are greater than the purchase price of the Notes tendered, the Trustee shall deliver the excess to the Issuer 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 Issuer at the address specified in order the notice at least three Business Days prior to effect the foregoingpurchase date. Holders shall be entitled to withdraw their election if the Trustee or the 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 Issuer is required to purchase, selection of such Notes for purchase shall be made by the Issuer in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed (and the 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 Issuer deems appropriate (and in such manner as complies with the requirements of the Depository, if applicable); provided that no Notes of a minimum 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. (f) Notices of an Asset Sale Offer shall be mailed by the Issuer by first class mail, postage prepaid, or delivered electronically if held by the Depository, at least 30 but not more than 60 days before the purchase date to each holder of Notes at such holder’s registered address, with a copy to the Trustee. 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. Cause (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, cause or make an Asset Sale, unless: unless (ax) the Borrower Issuer or such any of its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by the BorrowerIssuer) of the assets sold or otherwise disposed of; , and (by) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as shown on the BorrowerIssuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto) of the Borrower Issuer or such any Restricted Subsidiary, Subsidiary of the Issuer (other than liabilities (1) that are by their terms subordinated in right of payment to the Obligations Securities or any Guarantee, (2) that are unsecured, (3) that are secured by a Lien on any Notes Collateral ranking junior to the Liens on such Notes Collateral securing the Securities or any Guarantee or (4) that are owed to the Borrower Issuer, a Subsidiary or a Restricted Subsidiary, any Affiliate of the foregoing) that are assumed by the transferee of any such assets and for which or that are otherwise cancelled or terminated in connection with the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writingtransaction with such transferee; (ii) any notes or other obligations or other securities or assets received by the Borrower Issuer or such Restricted Subsidiary of the Issuer from such transferee that are converted by the Borrower Issuer or such Restricted Subsidiary of the Issuer into cash within 180 days of the receipt thereof (to the extent of the cash received) within 180 days following the closing of such Asset Sale); and (iii) any Designated Non-Cash cash Consideration received by the Borrower Issuer or such any of its Restricted Subsidiary Subsidiaries in such Asset Sale having an aggregate fair market valueFair Market Value (as determined in good faith by the Issuer), taken together with all other Designated Non-Cash cash 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, 1,000,000 (with the fair market value Fair Market Value of each item of Designated Non-Cash 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 4.06(a). (b) Within 365 days after the Issuer’s or any Restricted Subsidiary of the Issuer’s receipt of (x) the Net Proceeds of any Asset Sale or (y) aggregate cash proceeds in respect of any Co-Promotion Arrangement to the extent such proceeds constitute fixed cash payments not based on the occurrence (or non-occurrence) of any event (other than solely the passage of time) payable under such Co-Promotion Arrangement, the Issuer or such Restricted Subsidiary of the Issuer may apply the Net Proceeds from such Asset Sale or such aggregate cash proceeds, at its option: (i) (A) if the subject assets constitute ABL Collateral that secures First Priority Lien Obligations to permanently repay Indebtedness constituting First Priority Lien Obligations, including Secured Bank Indebtedness (and, if the Indebtedness repaid is revolving credit Indebtedness, permanently reduce commitments thereunder by the amount of such repayment), or (B) if the subject assets are held by a Restricted Subsidiary that is not a Guarantor, to repay Indebtedness of such Restricted Subsidiary or (C) in all other cases, to permanently repay Pari Passu Indebtedness (and, if the Indebtedness repaid is revolving credit Indebtedness, permanently reduce commitments thereunder by the amount of such repayment) (provided that if the Issuer or any Guarantor shall so reduce Obligations under Pari Passu Indebtedness, the Issuer shall equally and ratably reduce Obligations under the Securities as provided under the optional redemption provisions of Paragraph 5 of the Security or through open-market purchases (provided that such purchases are at or above 100% of the principal amount thereof), the pro rata principal amount of Securities, in each case, other than Indebtedness owed to the Issuer or an Affiliate of the Issuer); or (ii) except with respect to the Net Proceeds of an Intellectual Property Sale (which Net Proceeds, for the avoidance of doubt, will be applied pursuant to the second succeeding paragraph without regard to such 365-day period), 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 Issuer or, if such Person is a Restricted Subsidiary of the Issuer, in an increase in the percentage ownership of such Person by the Issuer or any Restricted Subsidiary of the Issuer), non-current assets, or non-current 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; provided that any such Investment, assets, property or capital expenditures, to the extent acquired with Net Proceeds of an Asset Sale of Notes Collateral, shall be pledged as Notes Collateral (including any assets held by a Person acquired using Net Proceeds, which shall not be ABL Collateral even if such assets or property are of a type that would otherwise be ABL Collateral). 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 so long as the Net Proceeds are so applied within 450 days after the receipt of such Net Proceeds. Pending the final application of any such Net Proceeds, the Issuer or such Restricted Subsidiary of the Issuer may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture; provided, that the Net Proceeds of an Asset Sale of Notes Collateral shall be held in an account that is pledged as Notes Collateral. (I) Net Proceeds from any Asset Sale of Notes Collateral that are not applied as provided and within the time period set forth in the first paragraph of this Section 4.06(b) (including the Net Proceeds of an Intellectual Property Sale) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Securities, as described in clause (i) of this Section 4.06(b), shall be deemed to have been invested whether or not such offer is accepted) and (II) aggregate cash proceeds in respect of any Intellectual Property Licenses to the extent such proceeds constitute fixed cash payments not based on the occurrence (or non-occurrence) of any event (other than solely the passage of time) payable under such Intellectual Property Licenses and (III) aggregate cash proceeds in respect of any Co-Promotion Arrangement to the extent such proceeds constitute fixed cash payments not based on the occurrence (or non-occurrence) of any event (other than solely the passage of time) payable under such Co-Promotion Arrangement, to the extent (in the case of the aggregate of clauses (I), (II) and (III) above) exceeding $10,000,000, but in any event not including the proceeds of any sale of any Intellectual Property to any Specified IP Subsidiary, shall be deemed to constitute “Notes Collateral Excess Proceeds”. Upon receipt by the Issuer or any Guarantor of any Notes Collateral Excess Proceeds, the Issuer shall make an offer to all Holders of Securities (and, at the option of the Issuer, to holders of any Pari Passu Indebtedness) (a “Notes Collateral Asset Sale Offer”) to purchase the maximum principal amount of Securities (and such Pari Passu Indebtedness) that is at least $1,000 and an integral multiple of $1,000 that may be purchased out of the Notes Collateral Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal balance thereof (or, in the event such Pari Passu Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for purposes by the terms of such Pari Passu Indebtedness), to the date fixed for the closing of such purchase, in accordance with the procedures set forth in this provision and for no other purposeSection 4.06. The Issuer shall commence a Notes Collateral Asset Sale Offer with respect to Notes Collateral Excess Proceeds within ten Business Days after the receipt of any Notes Collateral Excess Proceeds by providing the written notice required pursuant to Section 4.06(f), with a copy to the Trustee. To the extent any Collateral is disposed that the aggregate amount of Securities (and such Pari Passu Indebtedness) tendered pursuant to Permitted a Notes Collateral Asset Sale or as expressly Offer is less than the Notes Collateral Excess Proceeds, the Issuer may use any remaining Notes Collateral Excess Proceeds for any purpose that is not prohibited by this Indenture (including the uses permitted by Section 4.06(b)(ii)). If the aggregate principal amount of Securities (and such Pari Passu Indebtedness) surrendered by Holders thereof exceeds the amount of Notes Collateral Excess Proceeds, the Trustee shall select the Securities to be purchased in the manner described in Section 4.06(e). Upon completion of any such Notes Collateral Asset Sale Offer, regardless of whether such Notes Collateral Asset Sale Offer is accepted in whole, in part or not at all, the aggregate amount of proceeds described in clauses (i) and (ii) above that were included in the calculation of the amount of Notes Collateral Excess Proceeds that resulted in such Notes Collateral Asset Sale Offer hereunder shall be automatically reset to zero. (c) The Issuer shall 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 Securities pursuant to a Notes Collateral Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer 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. (d) Not later than the date upon which written notice of a Notes Collateral Asset Sale Offer is delivered to the Trustee as provided above, the Issuer shall deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Notes Collateral Excess Proceeds, (ii) the application of the Net Proceeds from the Asset Sales pursuant to which such Notes Collateral Asset Sale Offer is being made and (iii) the compliance of such application with the provisions of Section 4.06(b). On the specified date of purchase, the Issuer shall also deposit with the Trustee or with the Paying Agent (or, if the Issuer or a domestically organized Wholly Owned Restricted Subsidiary is acting as the Paying Agent, segregate and hold in trust) an amount equal to the Notes Collateral Excess Proceeds to be invested in Cash Equivalents, as directed in writing by the Issuer, and to be held for payment in accordance with the provisions of this Section 6.05 4.06. Upon the expiration of the period for which the Notes Collateral Asset Sale Offer remains open (the “Offer Period”), the Issuer shall deliver to the Trustee for cancellation the Securities or portions thereof that have been properly tendered to and are to be accepted by the Issuer, along with a written payment and cancellation order. 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 as determined by the Issuer and stated in the written payment and cancellation order. In the event that the Notes Collateral Excess Proceeds delivered by the Issuer to the Trustee are greater than the purchase price of the Securities tendered, the Trustee shall deliver the excess to the Issuer immediately after the expiration of the Offer Period. (e) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Issuer at the address specified in the notice at least five Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Issuer receives not later than two Business Days prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security that was delivered by the Holder for purchase and a statement that such Holder is withdrawing such Holder’s election to have such Security purchased. If at the end of the Offer Period more Securities (and such Pari Passu Indebtedness, as applicable) are tendered pursuant to any disposition that does not constitute an a Notes Collateral Asset Sale but Offer than the Issuer is otherwise required to purchase, and if the Securities are Global Securities held by the Depository, the Depository will select the Securities to be redeemed in accordance with its operational arrangements. If the Securities are not prohibited under this AgreementGlobal Securities held by the Depository, in each case, to any Person other than a Loan Party, selection of such Collateral Securities for purchase shall be disposed of free and clear of the Liens created made by the Loan DocumentsTrustee on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and the Administrative Agent appropriate (and in such manner as complies with applicable legal requirements); provided that no Securities of $1,000 or the Collateral Agentless shall be purchased in part. Selection of such Pari Passu Indebtedness, as applicable, shall be authorized made by the representative for such Pari Passu Indebtedness pursuant to take the terms of such Pari Passu Indebtedness; provided that any actions deemed appropriate purchase by the Issuer of Pari Passu Indebtedness and Securities tendered pursuant to a Notes Collateral Asset Sale Offer shall otherwise be made on a pro rata basis, as nearly as practicable. (f) Written notices of a Notes Collateral Asset Sale Offer shall be provided by the Issuer at least 10 but not more than 60 days before the purchase date to each Holder of Securities at such Holder’s registered address with a copy to the Trustee (or electronically pursuant to DTC’s applicable procedures). If any Security is to be purchased in order part only, any notice of purchase that relates to effect such Security shall state the foregoingportion of the principal amount thereof that has been or is to be purchased. Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. If the Securities are Global Securities held by the Depository, then the applicable operational procedures of the Depository for tendering and withdrawing securities will apply.

Asset Sales. Cause (a) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, cause or make an Asset SaleSale of any assets that do not constitute ABL Collateral (“Non-ABL Collateral”), unless: (a1) except in the case of any Governmental Asset Sale, the Borrower or such any of its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed of;; and (b2) except in the case of any Governmental Asset Sale or a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash EquivalentsEquivalents or Replacement Assets. 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 with respect to Non-ABL Collateral, the Borrower or such Restricted Subsidiary shall apply an amount equal to the Net Cash Proceeds from such Asset Sale or such Casualty Event, at its option: (1) to prepay Loans in accordance with Section 2.05(b)(ii); (2) to an Investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Borrower), assets, or property or capital expenditures, in each case used or useful in a Similar Business; (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, such acquisition results in such Person becoming a Restricted Subsidiary of the Borrower), properties or assets that replace the properties and assets that are the subject of such Asset Sale or Casualty Event; or (4) any combination of the foregoing; provided that the Borrower and its Restricted Subsidiaries will be deemed to have complied with the provisions described in clause (2) or (3) of this paragraph if and to the extent that, within 365 days after the Asset Sale that generated the Net Cash Proceeds, the Borrower or such Restricted Subsidiary, as applicable, has entered into and not abandoned or rejected a binding agreement to make an investment in compliance with the provision described in clauses (2) or (3) of this paragraph, and that investment is thereafter completed within 180 days after the end of such 365-day period. Pending the final application of any such amount of Net Cash Proceeds pursuant to Section 2.05(b)(ii) and this Section 7.05, the Borrower or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, or otherwise invest or utilize such Net Cash Proceeds in any manner not prohibited by this Agreement. (b) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, cause or make an Asset Sale of any assets that constitute ABL Collateral, unless: (1) except in the case of any Governmental Asset Sale, the Borrower or any of its Restricted Subsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed of; and (2) except in the case of any Governmental Asset Sale or a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents or Replacement Assets. 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 with respect to ABL Collateral, the Borrower or such Restricted Subsidiary shall apply an amount equal to the Net Cash Proceeds from such Asset Sale or such Casualty Event, at its option: (1) to prepay Loans in accordance with Section 2.05(b)(ii); (2) to an Investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Borrower), assets, or property or capital expenditures, in each case used or useful in a Similar Business; (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, such acquisition results in such Person becoming a Restricted Subsidiary of the Borrower), properties or assets that replace the properties and assets that are the subject of such Asset Sale or Casualty Event; (4) to permanently reduce any Indebtedness under the ABL Credit Agreement or any other Indebtedness of the Borrower or a Guarantor that in each case is secured by a Lien on the ABL Collateral that is prior to the Lien on the ABL Collateral securing the Obligations (and, in the case of revolving obligations, to correspondingly reduce commitments with respect thereto), in each case other than Indebtedness owed to the Borrower or a Restricted Subsidiary; or (5) any combination of the foregoing; provided that the Borrower and its Restricted Subsidiaries will be deemed to have complied with the provisions described in clauses (2) and (3) above if and to the extent that, within 365 days after the Asset Sale of Non-ABL Collateral that generated the Net Cash Proceeds, the Borrower has entered into and not abandoned or rejected a binding agreement to acquire the assets or Capital Stock of a Similar Business, make an Investment in Replacement Assets or make a capital expenditure in compliance with the provision described in clauses (2) and (3) of this paragraph, and that acquisition, 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 Cash Proceeds, the Borrower or such Restricted Subsidiary of the Borrower may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Cash Proceeds in Cash Equivalents. (c) For purposes of this Section 7.05, the amount of: (i) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto for which internal financial statements are available immediately preceding such date or, if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes theretothereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet in the good faith determination of the Borrower) of the Borrower or such Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Obligations or Obligations) that are owed extinguished by the buyer in connection with the transactions relating to the Borrower such Asset Sale, or a Restricted Subsidiary, that are assumed by the transferee of any such assets and for which or Equity Interests, in each case, pursuant to an agreement that releases or indemnifies Borrower or such Restricted Subsidiary, as the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writingcase may be, from further liability; (ii) any notes or other obligations or other securities or assets received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) ), in each case, within 180 days following of the closing of such Asset Salereceipt thereof; and (iii) any Designated Non-Cash Non‑cash Consideration received by the Borrower or such any of its Restricted Subsidiary Subsidiaries in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash Non‑cash Consideration received pursuant to this clause subclause (iii) that is at that time outstanding, not to exceed the greater of (x) $150,000,000 450,000,000 and 90.0(y) 23.5% of EBITDA of the Borrower as of the end of the most recently ended Test Period Four Quarter Consolidated EBITDA, calculated at the time of the receipt of such Designated Non-Cash Consideration, Non‑cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-Cash 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. (d) For purposes of this Section 7.05, any sale by the Borrower or a Restricted Subsidiary of the Capital Stock of a Restricted Subsidiary that owns assets constituting Non-ABL Collateral or ABL Collateral shall be deemed to be a sale of such Non-ABL Collateral or ABL Collateral (or, in the event of a Restricted Subsidiary that owns assets that include any combination of Non-ABL Collateral and ABL Collateral, shall be deemed to be cash a separate sale of each of such Non-ABL Collateral and ABL Collateral). In the event of any such sale (or a sale of assets that includes any combination of Non-ABL Collateral and ABL Collateral), the proceeds received by the Borrower and the Restricted Subsidiaries in respect of such sale shall be allocated to the Non-ABL Collateral and ABL Collateral in accordance with their respective Fair Market Values, which shall be determined by the Borrower or, at the Borrower’s election, an independent third party. In addition, for purposes of this provision and for no other purpose. To Section 7.05, any sale by the extent Borrower or any Collateral is disposed Restricted Subsidiary of pursuant to Permitted Asset Sale or as expressly permitted by this Section 6.05 or pursuant to any disposition that does not constitute an Asset Sale but is otherwise not prohibited under this Agreement, in each case, to the Capital Stock of any Person other than a Loan Partythat owns only ABL Collateral will not be subject to subsection (a) hereof, such Collateral shall but rather will be disposed of free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized subject to take any actions deemed appropriate in order to effect the foregoingsubsection (b) hereof.

Asset Sales. Cause The Borrower will not, and Holdings and the Borrower will not permit any of the Subsidiaries to, sell, transfer, lease or make an Asset Saleotherwise dispose of any asset, unlessincluding any Equity Interest owned by 72 77 it, nor will the Borrower permit any of the Subsidiaries to issue any additional Equity Interest in such Subsidiary, except: (a) sales of inventory, used or surplus equipment and Permitted Investments in the Borrower or such Restricted Subsidiary, as ordinary course of business and the case may be, receives consideration at the time periodic clearance of such Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed ofaged inventory; (b) except in the case of a Permitted Asset Swapsales, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations or that are owed transfers and dispositions to the Borrower or a Restricted Subsidiary, provided that are assumed by the transferee of any such sales, transfers or dispositions involving a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.09; (c) transfers and dispositions in connection with the SCG Restructuring, provided that the aggregate fair market value of all assets and for which sold, transferred or otherwise disposed of in reliance on this clause (c) shall not exceed $10,000,000; (d) the Borrower and all of its Restricted the Subsidiaries have been validly released by all creditors may sell, without recourse (other than Standard Securitization Undertakings and retained interests), Receivables to a Receivables Subsidiary, and any Receivables Subsidiary may sell Receivables and Related Property or an undivided interest therein to any other Person, pursuant to any Permitted Receivables Financing, and convert or exchange Receivables and Related Property into or for notes receivable in writing; (ii) any securities received by connection with the Borrower compromise or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Salecollection thereof; and (iiie) any Designated Non-Cash Consideration received by the Borrower or such Restricted Subsidiary sales, transfers and other dispositions of assets (other than Equity Interests in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (iiia Subsidiary) that is at are not permitted by any other clause of this Section, provided 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 aggregate fair market value of each item all assets sold, transferred or otherwise disposed of Designated Non-Cash Consideration being measured at in reliance upon this clause (e) shall not exceed $50,000,000 during any fiscal year of the time received Borrower; provided that all sales, transfers, leases and without giving effect to subsequent changes in value, other dispositions permitted hereby (other than those permitted by clause (b) above) shall be deemed to be cash made for purposes of this provision fair value and for no other purpose. To the extent any Collateral is disposed consideration of pursuant to Permitted Asset Sale at least 80% cash or as expressly permitted by this Section 6.05 or pursuant to any disposition that does not constitute an Asset Sale but is otherwise 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 the 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 foregoingcash equivalents.

Asset Sales. Cause (a) The Parent and the Issuers shall not, and shall not permit any of the other Restricted Subsidiaries to, cause or make an Asset Sale, unless: unless (ax) the Borrower Parent or such any Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by the BorrowerIssuer) of the assets sold or otherwise disposed of; , and (by) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower Parent or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount ofof each of the following shall be deemed to be Cash Equivalents for purposes of this provision: (i) any liabilities (as shown on the Borrower’s Parent or such a Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto) of the Borrower Parent or such a Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a Restricted Subsidiary, any Guarantee) that are assumed by the transferee of any such assets or that are otherwise canceled or terminated in connection with the transaction with such transferee, excluding any other Indebtedness included in the calculation of Consolidated Total Indebtedness that is both (1) unsecured or Junior Priority Indebtedness and for which the Borrower and (2) a direct obligation of, or guaranteed by, all or substantially all of its Restricted Subsidiaries have been validly released by all creditors in writingthe Issuers and the Guarantors; (ii) any notes or other obligations or other securities or assets received by the Borrower Parent or such Restricted Subsidiary from such transferee that are converted by the Borrower Parent or such Restricted Subsidiary into cash or Cash Equivalents within 180 days of the receipt thereof (to the extent of the cash received); (iii) within 180 days following the closing 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 (iiiv) any Designated Non-Cash cash Consideration received by the Borrower Parent or such any Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value (as determined in good faith by the Issuer), taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (iiiSection 4.06(a)(v) that is at that time outstanding, not to exceed the greater of $150,000,000 600.0 million and 90.0% a percentage of EBITDA of Total Assets equal to the Borrower as of the end of the most recently ended Test Period Applicable TA Percentage at the time of the receipt of such Designated Non-Cash Consideration, cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-Cash cash Consideration being measured at the time received and without giving effect to subsequent changes in value). (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, including First Priority Obligations and Second Priority Obligations (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) Second 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 Second 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 Second Lien Collateral 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 Second 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 Takeback Second Lien Notes and other Pari Passu Indebtedness as in effect on the Issue Date, equally and ratably reduce Second 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 (it being understood, for the avoidance of doubt, that any portion of such Net Proceeds used to make an offer to purchase Notes in accordance with the procedures set forth below for an Asset Sale Offer shall be deemed to have been so applied to reduce Second Priority Notes Obligations whether or not such offer is accepted)); provided, further, that if such Asset Sale involves the disposition of Second Lien Collateral, the Parent or such Restricted Subsidiary has complied with the provisions of this Indenture and the Second 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 such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or invest 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 Second 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 purposes 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 provision and for no other purposeIndenture, with a copy to the Second Lien Trustee. To the extent any Collateral is disposed that the aggregate amount of Notes (and such Eligible Pari Passu Indebtedness) tendered pursuant to Permitted Asset Sale or as expressly permitted by this Section 6.05 or pursuant to any disposition that does not constitute an Asset Sale but Offer is otherwise less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose that is not prohibited under by this AgreementIndenture. If the aggregate principal amount of Notes and such Eligible Pari Passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Second 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 each casethe manner described in Section 4.06(e). Upon completion of any such Asset Sale Offer, to any Person other than a Loan Party, such Collateral the amount of Excess Proceeds shall be disposed reset at zero. (c) The Issuer will comply with the requirements of free Rule 14e-1 under the Exchange Act and clear any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the repurchase of the Liens created 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 Loan DocumentsSecond Lien Trustee on a pro rata basis to the extent practicable, by lot or by such other method as the Second Lien Trustee shall deem fair and appropriate (and in such manner as complies with the Administrative Agent requirements of the Depository, if applicable); provided that no Notes of $2,000 or the Collateral Agent, as applicable, less shall be authorized purchased in part. Selection of such Eligible Pari Passu Indebtedness shall be made pursuant to take 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 10 days but not more than 60 days before the purchase date to each holder of Notes at such holder’s registered address. If any actions deemed appropriate Note is to be purchased in order part only, any notice of purchase that relates to effect such Note shall state the foregoingportion of the principal amount thereof that has been or is to be purchased.

Asset Sales. Cause or make an Asset Sale, unless: (a) To the Borrower extent that the assets which are the subject of any Asset Sale constitute Collateral, the Net Proceeds thereof shall, to the extent permitted by law, be subject to a perfected Lien in favor of the Trustee, which Lien shall have the same priority as the Lien on the Collateral which was the subject of such Asset Sale. (b) To the extent that assets subject to an Asset Sale consist of Collateral, the Issuers shall apply 100% of the Net Proceeds thereof to (i) an offer to redeem outstanding Securities at 101% of the principal amount thereof or such Restricted Subsidiary(ii) the payment of principal, premium, if any, and accrued interest with respect to an optional redemption of the Securities, as and to the case may extent then permitted under Section 3.07 hereof; provided that if such Collateral is subject to a Lien which is and is permitted to be pari passu with the Lien in favor of the Trustee, the Issuers shall only be required to apply a pro rata portion of such Net Proceeds to the offer or redemption as set forth in this Section 4.10(b). To the extent that assets subject to an Asset Sale are not, and are not required to be, receives consideration subject to a Lien in favor of the Trustee, the Issuers shall apply 100% of the Net Proceeds thereof to the prepayment of Obligations of Foamex and its subsidiaries outstanding in respect of or under the Credit Agreement and the Senior Note Indenture to the extent required thereunder. If (x) no Obligations of Foamex or its subsidiaries are outstanding in respect of or under the Credit Agreement or the Senior Note Indenture or (y) the holders of such Indebtedness entitled to receive payment elect not to receive the payments provided for in the previous sentence, or (z) the application of such Net Proceeds results in the complete prepayment of all such Indebtedness, then such Net Proceeds or any remaining portion thereof will be required to be applied by the Issuers to (i) an offer to redeem outstanding Securities at 101% of the time principal amount thereof or (ii) the payment of principal, premium, if any, and accrued interest with respect to an optional redemption of the Securities as and to the extent then permitted under Section 3.07 hereof. (c) An offer to redeem the Securities pursuant to this Section 4.10 shall be made pursuant to the provisions of Section 3.09 hereof. Simultaneously with the notification of such offer of redemption to the Trustee as required by Sections 3.01, 3.03 and 3.09 hereof, the Issuers shall provide the Trustee with an Officers' Certificate setting forth the information required to be included therein by Section 3.01 hereof and, in addition, setting forth the calculations used in determining the amount of Net Proceeds to be applied to the redemption of Securities. (d) Notwithstanding any provision of this Section 4.10 to the contrary, the Issuers shall have no obligation to make an offer to redeem the Securities if and to the extent that (i) the Issuers or any of their subsidiaries has a bona fide intent to reinvest the Net Proceeds from the Asset Sale in another asset or business in the same or similar lines of business as Foamex and its subsidiaries (the "Replacement Assets") and a definitive agreement to reinvest such Net Proceeds is executed within 180 days after the receipt thereof, (ii) with respect to any Net Proceeds consisting of the proceeds of insurance paid on account of the loss of or damage to any property, or compensation or other proceeds for any property taken by condemnation, eminent domain or similar proceedings, such Net Proceeds are applied as provided in subsection (d)(i) above or applied to reimburse the applicable Issuer or any of their subsidiaries for expenditures made, and costs incurred, to repair, rebuild, replace or restore the property subject to such loss, damage or taking and (iii) if the assets which were the subject of such Asset Sale at least equal constitute Collateral, such Replacement Assets are subject to the fair market value (as determined a perfected Lien in good faith by the Borrower) favor of the assets sold or otherwise disposed of; (b) except in Trustee, which Lien has the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, same priority as the case may be, is in Collateral which was the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations or that are owed to the Borrower or a Restricted Subsidiary, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing; (ii) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing subject of such Asset Sale; and (iii) provided, however, that, in the event that the Net Proceeds resulting from any Designated Non-Cash Consideration received by Asset Sale, after giving effect to the Borrower or such Restricted Subsidiary in such Asset Sale having an aggregate fair market valuereinvestment, taken together with all other Designated Non-Cash Consideration received if any, pursuant to this clause (iiiSection 4.10(d) that is at that time outstanding, not to exceed or 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 application of such Designated Non-Cash ConsiderationNet Proceeds to an offer to repay or redeem Indebtedness as required by this Section 4.10, with are less than $5,000,000, the fair market value application of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect such remaining Net Proceeds to subsequent changes in value, shall be deemed a redemption or offer to be cash for purposes of this provision and for no other purpose. To the extent any Collateral is disposed of purchase pursuant to Permitted the foregoing provisions may be deferred until such time as such remaining Net Proceeds, plus the aggregate amount of Net Proceeds resulting from any prior or subsequent Asset Sale or Asset Sales not otherwise reinvested as expressly provided herein or applied to make an offer to repay or redeem Indebtedness as required herein, are at least equal to $5,000,000 at which time the Issuers shall apply all such Net Proceeds to a redemption or offer to purchase pursuant to Section 4.10(b) hereof; provided, further, that to the extent that the Net Proceeds of any Asset Sale of assets constituting Collateral are not required to be applied to the Securities or any other Indebtedness of the Issuers secured by a pari passu Lien on such Collateral, then the Issuers may apply such Net Proceeds to the prepayment of any other Indebtedness of the Issuers to the extent required, and any Net Proceeds remaining in the Collateral Account after all such offers or redemptions required or permitted by the Indenture shall be held in the Collateral Account as Collateral and shall be permitted to be reinvested by the Issuers at any time pursuant to this Section 6.05 or pursuant to any disposition that does not constitute an Asset Sale but is otherwise 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 the 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 foregoing4.10(d)."

Asset Sales. Cause or make (a) No Issuer shall, nor shall it permit any of the Restricted Subsidiaries to, consummate an Asset Sale, unless: (a1) the Borrower applicable Issuer or any such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the BorrowerIssuers) of the assets sold or otherwise disposed of;; and (b2) except in the case of a Permitted Asset Swap, in the Issuers’ good faith determination, at least 75% of the consideration therefor received by the Borrower applicable Issuer or any such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (iA) any liabilities (as shown on of the Borrower’s applicable Issuer or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, Subsidiary (other than Contingent Obligations and liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a Restricted Subsidiary, any Guarantee) that are assumed by the transferee of any such assets (or are otherwise extinguished by the transferee in connection with the transactions relating to such Asset Sale) and for which the Borrower Issuers and all of its such Restricted Subsidiaries have been validly released by all creditors in writing;released, (iiB) any notes or other obligations or securities received by the Borrower applicable Issuer or such Restricted Subsidiary from such transferee that are converted by the Borrower applicable Issuer or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) ), in each case, within 180 days following the closing of such Asset Sale; , and (iiiC) any Designated Non-Cash cash Consideration received by the Borrower applicable Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate fair market value, value (as determined in good faith by the Issuers) taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (iiiC) that is at that time outstandingoutstanding (but, not to exceed the greater extent that any such Designated Non-Cash Consideration is sold or otherwise liquidated for cash, minus the lesser of $150,000,000 and 90.0% of EBITDA (i) the amount of the Borrower as cash received (less the cost of disposition, if any) and (ii) the end of the most recently ended Test Period at the time of the receipt initial amount of such Designated Non-Cash Consideration) not to exceed $75,000,000 at the time of receipt, with the fair market value (as determined in good faith by the Issuers) of each item of Designated Non-Cash 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 15 months after the receipt of any Net Proceeds of any Asset Sale, the applicable Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale, (1) to permanently reduce: (A) Obligations under the Senior Credit Facilities and, if applicable, to correspondingly reduce commitments with respect thereto, (B) Obligations under Pari Passu Indebtedness that are secured by a Lien, which Lien is permitted by this Indenture, and, if applicable, to correspondingly reduce commitments with respect thereto, (C) Obligations under the Notes (provided that such purchases are at or above 100% of the principal amount thereof) or any other Pari Passu Indebtedness of the applicable Issuer or Restricted Subsidiary that is a Guarantor (and to correspondingly reduce commitments with respect thereto, if applicable); provided that if such Net Proceeds are applied to other Pari Passu Indebtedness (other than the Senior Credit Facilities or other Secured Indebtedness) then the Issuers shall (i) equally and ratably reduce Obligations under the Notes (x) as provided under Section 3.07 or (y) through open market purchases (provided that such purchases are at or above 100% of the principal amount thereof) or (ii) make an offer (in accordance with clauses (c), (d) and (e) of this Section 4.10) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the principal amount of Notes that would otherwise be redeemed under clause (i) of this clause (C), or (D) Indebtedness of a Non-Guarantor Subsidiary, other than Indebtedness owed to an Issuer or any of the Restricted Subsidiaries; or (2) to (A) make an Investment in any one or more businesses; provided that such Investment in any business in the form of the acquisition of Capital Stock results in an Issuer or any of the Restricted Subsidiaries, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (B) make capital expenditures or (C) acquire, maintain, develop, construct, improve, upgrade or repair businesses, properties and/or assets (other than current assets or Equity Interests in a Person that is not, or does not as a result of any such acquisition become, a Restricted Subsidiary) that, in the case of each of (A), (B) and (C) are either (x) used or useful in a Similar Business or (y) replace the businesses, properties and/or assets that are the subject of such Asset Sale; provided that, in the case of this clause (2), a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the applicable Issuer or such other 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 provided further that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess Proceeds if not otherwise applied as provided above within 15 months of the receipt of such Net Proceeds; or (3) any combination of the foregoing. (c) Notwithstanding the foregoing, to the extent that any of or all the Net Proceeds of any Asset Sales by a Foreign Subsidiary (x) are prohibited or delayed by applicable local law from being repatriated to the United States or (y) would have a material adverse tax consequence (taking into account any foreign tax credit or other net benefit actually realized in connection with such repatriation that would not otherwise be realized) as determined by the Issuers in good faith, the portion of such Net Proceeds so affected will not be required to be in compliance with this covenant, and such amounts may be retained by the applicable Foreign Subsidiary; provided that clause (x) above shall apply to such amounts so long, but only so long, as the applicable local law will not permit repatriation to the United States (the Issuers hereby agreeing to use reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if such repatriation of any of such affected Net Proceeds is permitted under the applicable local law and is not subject to clause (y) of this paragraph, then such repatriation will be promptly effected and such repatriated Net Proceeds will be applied (whether or not repatriation actually occurs) in compliance with this Section 4.10. The time periods set forth in this covenant in respect of any such Net Proceeds shall not start until such time as the Net Proceeds may be repatriated (whether or not such repatriation actually occurs). (d) Any Net Proceeds from an Asset Sale 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.” When the aggregate amount of Excess Proceeds exceeds $35,000,000, an Issuer or any of the Restricted Subsidiaries shall make an offer to all Holders of the Notes and, if required by the terms of any Pari Passu Indebtedness, to the holders of such Pari Passu Indebtedness (an “Asset Sale Offer”) to purchase the maximum aggregate principal amount of the Notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for or permitted by the terms of such Pari Passu Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. (e) An Issuer shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceed $35,000,000 by mailing (or otherwise delivering in accordance with the applicable procedures of the Depositary) the notice required pursuant to the terms of this Indenture, with a copy mailed or electronically transmitted to the Trustee. (f) To the extent that the aggregate principal amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate amount (determined as above) of Notes and the Pari Passu Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Issuers or the agent for such Pari Passu Indebtedness shall select such Pari Passu Indebtedness to be purchased on a pro rata basis (or as nearly pro rata as practicable) based on the amount (determined as set forth above) of the Notes and such Pari Passu Indebtedness tendered, unless otherwise required by law or the rules of the principal national securities exchange, if any, on which the Notes or such Pari Passu Indebtedness are listed or by lot or such other similar method in accordance with the applicable procedures of the Depositary; 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. The Issuers and the Restricted Subsidiaries, at the option of the Issuers in their sole discretion, may make an Asset Sale Offer and satisfy the obligations described in this Section 4.10 with respect to any Excess Proceeds prior to the amount of Excess Proceeds exceeding $35,000,000, in which case, upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reduced by the amounts of such Excess Proceeds. (g) Pending the final application of any Net Proceeds pursuant to this Section 4.10, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture. (h) 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 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 Collateral is disposed securities laws or regulations conflict with the provisions of pursuant this Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to Permitted Asset Sale or as expressly permitted have breached their obligations described in this Indenture by this Section 6.05 or pursuant to any disposition that does not constitute an Asset Sale but is otherwise 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 the 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 foregoingvirtue thereof.

Asset Sales. Cause (a) The Issuers and BP I will not, and will not permit any Restricted Subsidiaries to, cause or make an Asset Sale, unless: unless (ax) the Borrower an Issuer, BP I or such any Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) Fair Market Value of the assets sold or otherwise disposed of; , and (by) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower an Issuer, BP I or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided provided, however, that for purposes of clause (y) the amount of: (i) any liabilities (as shown on the Borroweran Issuer’s, BP I’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto) of the Borrower an Issuer, BP I or such any Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Obligations Senior Subordinated Notes or that are owed to the Borrower or a Restricted Subsidiary, any Subordinated Guarantee) that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing;assets, (ii) any notes or other obligations or other securities or assets received by the Borrower an Issuer, BP I or such Restricted Subsidiary from such transferee that are converted by the Borrower an Issuer, BP I or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received) within 180 days following the closing of such Asset Sale; ), and (iii) any Designated Non-Cash cash Consideration received by the Borrower an Issuer, BP I or such any Restricted Subsidiary Subsidiaries in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (iiic) that is at that time outstanding, not to exceed the greater of $150,000,000 and 90.01.25% of EBITDA of the Borrower as of the end of the most recently ended Test Period Total Assets at the time of the receipt of such Designated Non-Cash Consideration, cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-Cash cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall be deemed to be cash Cash Equivalents for the purposes of this Section 4.06(a). (a) Within 12 months after an Issuer, BP I or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, an Issuer, BP I or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option: (i) to repay (A) Obligations constituting Senior Indebtedness of such Person and, in the case of a Subordinated Guarantor, Senior Indebtedness or Senior Subordinated Indebtedness of such Person (and, if such Indebtedness repaid is under a revolving credit facility, to correspondingly reduce commitments with respect thereto), (B) in the case of an Issuer, Obligations constituting Senior Subordinated Indebtedness of such Person (and, if such Indebtedness repaid is under a revolving credit facility, to correspondingly reduce commitments with respect thereto); provided, however, that if any such Senior Subordinated Indebtedness described in this clause (B) other than the Senior Subordinated Notes are repaid with the Net Proceeds of any Asset Sale, the Issuers will equally and ratably reduce Obligations under the Senior Subordinated Notes through open-market purchases (provided, however 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, plus accrued and unpaid interest, the pro rata principal amount of Senior Subordinated Notes or (C) Obligations constituting Indebtedness of a Restricted Subsidiary of BP I that is not an Issuer or a Subordinated Guarantor, in the case of each of clauses (A), (B) and (C), other than Indebtedness owed to RGHL or its Affiliates; (ii) to make an investment in any one or more businesses (provided, however, 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 BP I if it is not already a Restricted Subsidiary of BP I), assets, or property or capital expenditures (including refurbishments), in each case used or useful in a Similar Business; or (iii) to make an investment in any one or more businesses (provided, however, 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 BP I), properties or assets that replace the properties and assets that are the subject of such Asset Sale. In the case of Sections 4.06(b)(ii) and (iii), a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided, however, that in the event such binding commitment is later canceled or terminated for any reason before such Net Proceeds are so applied, an Issuer, BP I or such Restricted Subsidiary enters into another binding commitment (a “Second Commitment”) within nine months of such cancellation or termination of the prior binding commitment; provided, further, however, that an Issuer, BP I or such Restricted Subsidiary may only enter into a Second Commitment under the foregoing provision one time with respect to each Asset Sale. Pending the final application of any such Net Proceeds, an Issuer, BP I or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in any manner not prohibited by this Senior Subordinated Notes Indenture. Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in the immediately two preceding paragraphs (it being understood that any portion of such Net Proceeds used to make an offer to purchase Senior Subordinated Notes, as described in clause (i) of this Section 4.06(b), shall be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds (determined by adding all Excess Proceeds since the Issue Date) exceeds €20,000,000, the Issuers shall make an offer to all Holders of Senior Subordinated Notes (and, at the option of the Issuers, to holders of any other Senior Subordinated Indebtedness of an Issuer or Subordinated Guarantor or any other Indebtedness of a Restricted Subsidiary of BP I that is not an Obligor) (an “Asset Sale Offer”) to purchase on a pro rata basis the maximum principal amount of Senior Subordinated Notes (and such Senior Subordinated Indebtedness and other Indebtedness), that is at least $2,000 and 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 thereof (or, in the event such Senior Subordinated Indebtedness or other Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, if any, (or, in respect of such Senior Subordinated Indebtedness or other Indebtedness, such lesser price, if any, as may be provided for no by the terms of such Senior Subordinated Indebtedness or other purposeIndebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Senior Subordinated Notes Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceed €20,000,000 by mailing (or otherwise delivering in accordance with applicable DTC procedures) the notice required pursuant to the terms of this Senior Subordinated Notes Indenture, with a copy to the Trustee. To the extent any Collateral is disposed that the aggregate amount of Senior Subordinated Notes (and such Senior Subordinated Indebtedness or other Indebtedness) tendered pursuant to Permitted Asset Sale or as expressly permitted by this Section 6.05 or pursuant to any disposition that does not constitute an Asset Sale Offer is less than the Excess Proceeds, an Issuer, BP I or such Restricted Subsidiary may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Senior Subordinated Notes (and such Senior Subordinated Indebtedness or other Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Subordinated Notes to be purchased in the manner described below. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. An Asset Sale Offer need not be made by the Issuers until the date that is 12 months after the date on which an Asset Sale is made, the proceeds of which, in aggregate with all funds not applied in accordance with this Section 4.06 or the subject of an Asset Sale Offer, exceed €20,000,000. (b) The Issuers 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 Senior Subordinated 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 Senior Subordinated Notes Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Senior Subordinated Notes Indenture by virtue thereof. (c) If more Senior Subordinated Notes (and such other Senior Subordinated Indebtedness or other Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuers are required to purchase, selection of such Senior Subordinated Notes for purchase will be made by the Trustee on a pro rata basis, to the extent practicable and in compliance with the requirements of DTC, and any stock exchange on which the Senior Subordinated Notes are then admitted to trading; provided, however, that no Senior Subordinated Notes of $2,000 or less shall be purchased in part. Selection of such Senior Subordinated Indebtedness or other Indebtedness will be made pursuant to the terms of such Senior Subordinated Indebtedness or other Indebtedness. (d) An Asset Sale Offer insofar as it relates to the Senior Subordinated Notes, will remain open for a period of not less than 20 Business Days following its commencement (the “Offer Period”). No later than five Business Days after the termination of the applicable Offer Period the Issuers will purchase the principal amount of the Senior Subordinated Notes (and purchase or repay any relevant Senior Subordinated Indebtedness or other Indebtedness required to be so purchased or repaid as set out above) validly tendered. (e) To the extent that any portion of the Net Proceeds payable in respect of the Senior Subordinated Notes is denominated in a currency other than the currency in which the relevant Senior Subordinated Notes are denominated, the amount payable in respect of such Senior Subordinated Notes shall not exceed the net amount of funds in the currency in which such Senior Subordinated Notes are denominated as is actually received by the Issuers, BP I or such Restricted Subsidiary upon converting the relevant portion of the Net Proceeds into such currency. (f) Notices of an Asset Sale Offer shall be mailed by first‑class mail, postage prepaid (or otherwise delivered in accordance with applicable DTC procedures) at least 30 but not more than 60 days before the purchase date to each Holder at such Holder’s registered address. If any Senior Subordinated Note is otherwise not prohibited to be purchased in part only, any notice of purchase that relates to such Senior Subordinated Note shall state the portion of the principal amount thereof that has been or is to be purchased. (g) The Issuers’ obligation under this Agreement, Section 4.06 to make an Asset Sale Offer may be waived or modified with the consent of a majority in each case, to any Person other than a Loan Party, such Collateral shall be disposed of free and clear principal amount of the Liens created by the 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 foregoingSenior Subordinated Notes.

Asset Sales. Cause The Borrower will not, and will not permit any Subsidiary to, make any Asset Sale except that in no event shall the foregoing directly or make indirectly restrict or prohibit any of the following, to the extent any shall constitute an Asset Sale, unless: (a) the sale, lease, transfer and other disposition of (x) any property (including inventory) and (y) used, surplus, obsolete or worn-out equipment and Permitted Investments, in each case in the ordinary course of business; (b) the sale, transfer, lease or other disposition of assets to the Borrower or to a wholly-owned Subsidiary of the Borrower which has become a Guarantor in compliance with Section 5.09; (c) dispositions of accounts receivable and related rights pursuant to any Factoring Program permitted under Section 6.17; (d) the lease or sublease of property, and the licensing or sublicensing intellectual property, in each case in the ordinary course of business and which does not materially interfere with the business of the Borrower and is Subsidiaries taken as a whole; (e) the disposition or write down of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business or bankruptcy of the account debtor or similar proceedings; (f) a disposition 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 or asset of the Borrower or any Subsidiary; (g) the voluntary termination of a Swap Agreement; (h) the like-kind-exchange of real estate and related improvements, provided that if cash is received as additional consideration for such Restricted Subsidiarylike-kind-exchange, such cash shall be treated as an Asset Sale pursuant to clause (i) below for purposes of determining Excess Proceeds; and (i) Asset Sales not otherwise permitted under this Section 6.04 (other than Asset Sales described in paragraph (c) above which shall be limited as set forth in paragraph (c) above), so long as (1) no Default or Event of Default shall be continuing, (2) at least 80% of the case may be, receives aggregate consideration at the time of received for such Asset Sale is cash consideration, (3) the aggregate consideration received for such Asset Sale is at least equal to the fair market value (as determined in good faith by the Borrower) of the assets sold being sold, transferred, leased or otherwise disposed of; , (b4) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower or demonstrates pro forma compliance with Section 6.15 and Section 6.16 immediately after giving effect to such Restricted SubsidiaryAsset Sale, as (5) the case may be, is in the form fair market value of cash or Cash Equivalents; provided that the amount of: all Asset Sales during any fiscal year pursuant to this paragraph (i) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Obligations or that are owed to the Borrower or a Restricted Subsidiary, that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing; (ii) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (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 Consideration received pursuant to this clause (iii) that is at that time outstanding, does not to exceed the greater of $150,000,000 and 90.020% of EBITDA of the Borrower Consolidated Net Worth determined 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 immediately preceding fiscal year and determined without giving effect to subsequent changes such Asset Sales and (6) if required by Section 2.10(d), the Excess Proceeds are used to repay the Loans (if any) 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 accordance with Section 6.05 or pursuant to any disposition that does not constitute an Asset Sale but is otherwise 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 the 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 foregoing2.10(d).

Asset Sales. Cause (a) The Issuers shall not, and shall not permit any of the Restricted Subsidiaries to, cause or make an Asset Sale, unless: unless (ax) the Borrower an Issuer or such any Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by the BorrowerIssuers) of the assets sold or otherwise disposed of; , and (by) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower such Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as shown on the Borroweran Issuer’s or such a Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto) of the Borrower an Issuer or such a Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a Restricted Subsidiary, any Subsidiary Guarantee) that are assumed by the transferee of any such assets and for which or that are otherwise cancelled or terminated in connection with the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing;transaction with such transferee, (ii) any notes or other obligations or other securities or assets received by the Borrower such Issuer or such Restricted Subsidiary from such transferee that are converted by the Borrower such Issuer or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received), (iii) within 180 days following the closing Indebtedness of any Issuer or Restricted Subsidiary that is no longer an Issuer or a Restricted Subsidiary as a result of such Asset Sale; , to the extent that the other Issuer 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 an Issuer or a Restricted Subsidiary (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not an Issuer or any Restricted Subsidiary, and (iiiv) any Designated Non-Cash cash Consideration received by the Borrower any Issuer or such any Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value (as determined in good faith by the Issuers), taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (iiiSection 4.06(a)(v) that is at that time outstanding, not to exceed the greater of $150,000,000 150.0 million and 90.05.0% of the Pro Forma EBITDA of the Borrower as of the end of Issuers for the most recently ended Test Period at the time of four full fiscal quarters for which financial statements have been made available immediately preceding the receipt of such Designated Non-Cash Consideration, cash Consideration and after giving pro forma effect thereto as if such event occurred at the beginning of such four fiscal quarters (with the fair market value Fair Market Value of each item of Designated Non-Cash 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 for the purposes of this Section 4.06(a). (b) Within 365 days after any Issuer’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, such Issuer or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option: (i) to repay (A) Indebtedness constituting First Priority Lien Obligations (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) Notes Obligations or (D) other Pari Passu Indebtedness (other than First Priority Lien Obligations) (provided that if an Issuer or any Subsidiary Guarantor shall so reduce Obligations under other Pari Passu Indebtedness pursuant to this subclause (D) that does not constitute First Priority Lien Obligations (which does not include indebtedness described in subclauses (A), (B) and (C) of this Section 4.06(b)(i), even if such indebtedness may also constitute Pari Passu Indebtedness), the Issuers will equally and ratably reduce Notes Obligations 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 Issuers or in an increase in the percentage ownership by the Issuers (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 before such Net Proceeds are so applied, then such Net Proceeds shall constitute Excess Proceeds unless such Issuer 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 such Issuer 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, such Issuer or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise use 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 sentence 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 $150.0 million, the Issuers shall make an offer to all holders of Notes (and, at the option of the Issuers, 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 other 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 other Pari Passu Indebtedness, such lesser price, if any, as may be provided for purposes 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 Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that the aggregate amount of Excess Proceeds exceeds $150.0 million by mailing, or delivering electronically if held by DTC, the notice required pursuant to the terms of this provision and for no other purposeIndenture, with a copy to the Trustee. To the extent any Collateral is disposed that the aggregate amount of Notes (and such other Pari Passu Indebtedness) tendered pursuant to Permitted Asset Sale or as expressly permitted by this Section 6.05 or pursuant to any disposition that does not constitute an Asset Sale but Offer is otherwise less than the Excess Proceeds, the Issuers 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 other Pari Passu Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee, upon receipt of notice from the Issuers of the aggregate principal amount to be selected, shall select the Notes to be purchased in the manner described in Section 4.06(d). Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (c) The Issuers 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 AgreementIndenture, the Issuers 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 Issuers 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 the Issuers 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 Issuers 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 Issuers 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 casetendering 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 any Person other than a Loan Party, such Collateral the Issuers at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be disposed of free and clear entitled to withdraw their election if the Trustee or the Issuers receive not later than one Business Day prior to the purchase date, a facsimile transmission or letter setting forth the name of the Liens created holder, the principal amount of the Note which was delivered by the Loan Documentsholder for purchase and a statement that such holder is withdrawing his election to have such Note purchased. (f) If 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 will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed (and the Administrative Agent Issuers shall notify the Trustee of any such listing), or if such Notes are not so listed, on a pro rata basis to the Collateral Agentextent practicable, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with the requirements of DTC, if applicable, ); provided that no Notes of $2,000 or less shall be authorized purchased in part. Selection of such other Pari Passu Indebtedness shall be made pursuant to take the terms of such other Pari Passu Indebtedness. (g) Notices of an Asset Sale Offer shall be mailed by the Issuers by first class mail, postage prepaid to each holder of Notes at such holder’s registered address, or delivered electronically if held at DTC, at least 30 but not more than 60 days before the purchase date. If any actions deemed appropriate note is to be purchased in order part only, any notice of purchase that relates to effect such note shall state the foregoingportion of the principal amount thereof that has been or is to be purchased.

Asset Sales. Cause (a) The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, cause or make an Asset Sale, unless: unless (ax) the Borrower or such any of its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed of; of and (by) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto) of the Borrower or such any Restricted Subsidiary, Subsidiary of the Borrower (other than liabilities that are by their terms subordinated to the Obligations or that are owed to the Borrower or a Restricted Subsidiary, Loans) that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing;assets, (ii) any notes or other obligations or other securities or assets received by the Borrower or such Restricted Subsidiary of the Borrower from such transferee that are converted by the Borrower or such Restricted Subsidiary of the Borrower into cash within 180 days of the receipt thereof (to the extent of the cash received) within 180 days following the closing of such Asset Sale; ), and (iii) any Designated Non-Cash cash Consideration received by the Borrower or such any of its Restricted Subsidiary Subsidiaries in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $150,000,000 and 90.05.0% of EBITDA Total Assets 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, cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-Cash 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 10.4(a). (b) Within 395 days after the Borrower’s or any Restricted Subsidiary of the Borrower’s receipt of the Net Proceeds of any Asset Sale (or Event of Loss Proceeds), the Borrower or such Restricted Subsidiary of the Borrower may apply the Net Proceeds from such Asset Sale together with any Event of Loss Proceeds, at its option: (i) to permanently reduce Obligations under Secured Indebtedness or Pari Passu Indebtedness (provided that if the Borrower or any Guarantor shall so reduce Obligations under Pari Passu Indebtedness (other than Pari Passu Indebtedness that is Secured Indebtedness and other than Pari Passu Indebtedness that is Indebtedness represented by the Borrower’s guarantee of Indebtedness of any Restricted Subsidiary of the Borrower), the Borrower shall equally and ratably reduce Obligations under this Agreement if the Loans are then prepayable or, if the Loans may not then be prepaid, by making an offer (in accordance with the procedures set forth below for an Excess Proceeds Offer) to all Lenders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, the pro rata principal amount of Loans that would otherwise be prepaid) or Indebtedness of a Restricted Subsidiary that is not a Guarantor, in each case other than Indebtedness owed to the Borrower or an Affiliate of the Borrower; provided that if an offer to purchase any Indebtedness of Intelsat Sub Holdco 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 Net Proceeds in the amount of such offer will be deemed to exist following such offer, (ii) to an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Borrower), or capital expenditures or assets, in each case used or useful in a Similar Business, and/or (iii) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Borrower), properties or assets that replace the properties and assets that are the subject of such Asset Sale or Event of Loss; provided that in the case of clauses (ii) and (iii) above, a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment and, in the event such binding commitment is later canceled or terminated for any reason before such Net Proceeds are so applied, the Borrower or such Restricted Subsidiary enters into another binding commitment within nine months of such cancellation or termination of the prior binding commitment. Pending the final application of any such Net Proceeds (or Event of Loss Proceeds), the Borrower or such Restricted Subsidiary of the Borrower may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds (or Event of Loss Proceeds) in Cash Equivalents or Investment Grade Securities. Any Net Proceeds from any Asset Sale (or Event of Loss Proceeds) that are not applied as provided and within the time period set forth in the first sentence of this Section 10.4(b) (it being understood that any portion of such Net Proceeds (or Event of Loss Proceeds) used to make an offer to prepay the Loans, as described in clause (i) above, shall be deemed to have been invested whether or not such offer is accepted) shall be cash for purposes deemed to constitute “Excess Proceeds.” When the aggregate amount of this provision and for no other purpose. To Excess Proceeds exceeds $25.0 million, the extent any Collateral is disposed Borrower shall make a Prepayment Offer and, at the option of the Borrower pursuant to Permitted Asset Sale or as expressly permitted by Section 5.2, any holders of Pari Passu Indebtedness, and in accordance with this Section 6.05 or pursuant to 10.4. Upon completion of any disposition that does not constitute an Asset Sale but is otherwise not prohibited under this Agreementsuch Excess Proceeds Offer, in each case, to any Person other than a Loan Party, such Collateral the amount of Excess Proceeds shall be disposed of free and clear of the Liens created by the 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 foregoingreset at zero.

Asset Sales. Cause or make The Parent will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, Sale unless: (a1) the Borrower Parent (or such a Restricted Subsidiary, as the case may be, ) receives consideration at the time of such the Asset Sale at least equal to the fair market value (measured as determined in good faith by of the Borrowerdate of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of;; and (b2) except in the case of a Permitted Asset Swap, at least 75% of the aggregate consideration therefor received by the Borrower or such Parent and its Restricted Subsidiary, as Subsidiaries in the case may be, Asset Sale and all other Asset Sales on a cumulative basis since the Issue Date is in the form of cash or cash, Cash Equivalents; provided that , Additional Assets or any combination thereof (collectively, “Cash Consideration”). For purposes of this provision, each of the amount offollowing will be deemed to be Cash Consideration: (ia) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower Parent or such any Restricted Subsidiary, Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a Restricted Subsidiary, any Note Guarantee) that are assumed by the transferee of any such assets and for which pursuant to a written agreement that releases the Borrower and all of its Parent or such Restricted Subsidiaries have been validly released by all creditors in writingSubsidiary from further liability; (iib) any securities securities, notes or other obligations received by the Borrower Parent or such any Restricted Subsidiary from such transferee that are are, within 180 days after the Asset Sale, converted by the Borrower Parent or such Restricted Subsidiary into cash (cash, to the extent of the cash received) within 180 days following the closing of such Asset Salereceived in that conversion; and (iiic) any Designated Non-Cash Consideration received by the Borrower Parent or such 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 this clause (iii) that is at that time outstandingSection 4.10(2)(c), not to exceed an amount equal to the greater of (i) $150,000,000 and 90.065.0 million or (ii) 5.0% of EBITDA of the Borrower as of the end of the most recently ended Test Period Parent’s Consolidated Net Tangible Assets (determined 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. Within 360 days after the receipt of any Net Proceeds from an Asset Sale (or 720 days after the receipt of any Net Proceeds by any Foreign Subsidiary from an Asset Sale), shall the Parent or any of its Restricted Subsidiaries may apply those Net Proceeds at its option to any combination of the following: (1) to repay secured Indebtedness and, if no secured Indebtedness is then outstanding, to repay any other Senior Debt (or to make an offer to redeem or repurchase such secured Indebtedness or Senior Debt, provided that such redemption or repurchase closes within 45 days after the end of such 360-day or 720-day period, as the case may be); (2) to invest in Additional Assets; or (3) to make capital expenditures in respect of any Permitted Business of the Parent or any of its Restricted Subsidiaries. Pending the final application of any Net Proceeds, the Parent or any of its Restricted Subsidiaries may 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 will constitute “Excess Proceeds.” On the 361st day after the Asset Sale (or the 721st day after an Asset Sale by a Foreign Subsidiary or, in either case and, at the Company’s option, any earlier date), if the aggregate amount of Excess Proceeds then exceeds $35.0 million, the Company 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 Section 4.10 with respect to offers to purchase or redeem with the proceeds of sales of assets, to purchase or redeem (subject to proration in the event of over-subscription), the maximum principal amount of Notes and such other pari passu Indebtedness that may be deemed purchased 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 settlement, subject to the right of Holders on the relevant record date to receive interest due on an interest payment date that is on or prior to the date of settlement, 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 into such Asset Sale Offer exceeds the amount of Excess Proceeds allocated to the purchase of Notes, the Trustee will select the Notes to be cash purchased on a pro rata basis (except that any Notes represented by Global Notes will be selected for purposes purchase by the Depositary based on the Depositary’s applicable procedures). Upon completion of this provision each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and for no any other purposesecurities 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 Collateral is disposed of pursuant to Permitted Asset Sale securities laws or as expressly permitted by regulations conflict with Section 3.08 or this Section 6.05 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 3.08 or pursuant to any disposition that does not constitute an Asset Sale but is otherwise not prohibited under this Agreement, in each case, to any Person other than a Loan Party, Section 4.10 by virtue of such Collateral shall be disposed of free and clear of the Liens created by the 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 foregoingcompliance.

Asset Sales. Cause or make The Issuer shall not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless: Sale unless (a) the Borrower Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined evidenced by a resolution of the board of directors set forth in good faith by an Officers' Certificate delivered to the BorrowerTrustee) of the assets or Equity Interests issued or sold or otherwise disposed of; of and (b) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower Issuer or such Restricted Subsidiary, as the case may be, Subsidiary is in the form of (i) cash or Cash EquivalentsEquivalents or (ii) property or assets that are used or useful in a Permitted Business, or the Capital Stock of any Person engaged in a Permitted Business if, as a result of the acquisition by the Issuer or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary; provided that the amount of: of (ix) any liabilities (as shown on the Borrower’s Issuer's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes thereto) sheet), of the Borrower Issuer or such any Restricted Subsidiary, Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations Debentures or that are owed to the Borrower or a Restricted Subsidiary, any guarantee thereof) that are assumed by the transferee of any such assets and for which pursuant to a customary novation agreement that releases the Borrower and all of its Issuer or such Restricted Subsidiaries have been validly released by all creditors in writing; Subsidiary from further liability, (iiy) any securities securities, notes or other obligations received by the Borrower Issuer or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Borrower Issuer or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within 180 days following the closing of such Asset Sale; and ), and (iiiz) any Designated Non-Cash Noncash Consideration received by the Borrower Issuer or such any of its Restricted Subsidiary Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Noncash Consideration received pursuant to this clause (iiiz) that is at that time outstanding, not to exceed the greater of $150,000,000 and 90.015% of EBITDA of the Borrower as of the end of the most recently ended Test Period Total Assets at the time of the receipt of such Designated Non-Cash Consideration, Noncash Consideration (with the fair market value of each item of Designated Non-Cash Noncash 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 does not constitute an Asset Sale but is otherwise 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 the 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.to

Asset Sales. Cause (a) The Company shall not, and shall not permit any of the Restricted Subsidiaries to, cause or make an Asset Sale, unless: unless (ax) the Borrower Company or such any Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by the BorrowerCompany) of the assets sold or otherwise disposed of; , and (by) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as shown on the BorrowerCompany’s or such a Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto) of the Borrower Company or such a Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Obligations Notes or that are owed to the Borrower or a Restricted Subsidiary, any Subsidiary Guarantee) that are assumed by the transferee of any such assets and for which or that are otherwise cancelled or terminated in connection with the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing;transaction with such transferee, (ii) any notes or other obligations or other securities or assets received by the Borrower Company or such Restricted Subsidiary from such transferee that are converted by the Borrower Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received), (iii) within 180 days following the closing Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale; , to the extent that the Company 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 Company (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Company or any Restricted Subsidiary, and (iiiv) any Designated Non-Cash cash Consideration received by the Borrower Company or such any Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value (as determined in good faith by the Company), taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (iiiSection 4.06(a)(v) that is at that time outstanding, not to exceed the greater of $150,000,000 150.0 million and 90.0% of 0.3 multiplied by the Pro Forma EBITDA of the Borrower as of the end of Company for the most recently ended Test Period at the time of four full fiscal quarters for which internal financial statements are available immediately preceding the receipt of such Designated Non-Cash Consideration, cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-Cash 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 Cash Equivalents for the purposes of this provision Section 4.06(a). (b) Within 365 days after the Company’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option: (i) to repay (A) Indebtedness 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 Subsidiary Guarantor, (C) Obligations under the Notes or (D) other Pari Passu Indebtedness (provided that if an Issuer or any Subsidiary Guarantor shall so reduce Pari Passu Indebtedness under this clause (D), the Issuers will equally and for no other purpose. To the extent any Collateral is disposed of ratably reduce Notes Obligations pursuant to Permitted Asset Sale Section 3.01, through open-market purchases (provided that such purchases are at or as expressly permitted 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 this Section 6.05 or pursuant to any disposition that does not constitute making an offer (in accordance with the procedures set forth below for an Asset Sale but is otherwise not prohibited under this AgreementOffer) 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, in each case, to any Person case other than Indebtedness owed to the Company or an Affiliate of the Company; and (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 Loan PartyPerson, such Collateral shall be disposed of free and clear acquisition results in such Person becoming a Restricted Subsidiary of the Liens created Company or in an increase in the percentage ownership by the Loan DocumentsCompany (or a Restricted Subsidiary) in such Restricted Subsidiary), and the Administrative Agent assets, or the Collateral Agentproperty or capital expenditures, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing.each case (A) used or useful in a Similar Business or

Asset Sales. Cause (a) Borrower shall not, and shall not permit any of the Restricted Subsidiaries to, cause or make an Asset Sale, unless: unless (ax) the Borrower or such any Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed of; , and (by) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as shown on the Borrower’s or such a Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto) of the Borrower or such a Restricted Subsidiary, Subsidiary (other than liabilities that are by their terms subordinated to the Obligations Loans or that are owed to the Borrower or a Restricted Subsidiary, any Guaranty) that are assumed by the transferee of any such assets and for which or that are otherwise cancelled or terminated in connection with the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing;transaction with such transferee, (ii) any notes or other obligations or other securities or assets received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received), (iii) within 180 days following the closing Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale; , to the 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 (iiiv) any Designated Non-Cash cash Consideration received by the Borrower or such any Restricted Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value (as determined in good faith by ▇▇▇▇▇▇▇▇), taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (iiiSection 7.4(a)(v) that is at that time outstanding, not to exceed the greater of $150,000,000 340400 million and 90.025% of Consolidated 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, cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-Cash cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall be deemed to be cash Cash Equivalents for the 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 does not constitute an Asset Sale but is otherwise 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 the 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 foregoing7.4(a).

Asset Sales. Cause or make an Asset Sale, unless: (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (1) the Borrower Issuer (or such a Restricted Subsidiary, as the case may be, ) receives consideration at the time of such the Asset Sale at least equal to the fair market value Fair Market Value (measured as determined in good faith by of the Borrowerdate of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests issued or sold or otherwise disposed of; ; and (b2) except in the case of a Permitted Asset Swap, at least 75% of the aggregate consideration therefor received by the Borrower or such Issuer and its Restricted Subsidiary, as Subsidiaries in the case may be, Asset Sale is in the form of cash cash, Cash Equivalents or Cash Equivalents; provided that Replacement Assets or any combination of the amount of: foregoing, and, if the Asset Sale is a Sale of Collateral, such Replacement Assets must constitute Collateral. For purposes of this provision, each of the following will be deemed to be cash: (iA) any liabilities (as shown on the BorrowerIssuer’s or such any Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) , or as would be shown on such balance sheet or footnotes if such liability was incurred subsequent to the date of such balance sheet), of the Borrower Issuer or such Restricted Subsidiary, Subsidiary (other than contingent liabilities and liabilities that are by their terms contractually subordinated in right of payment to the Obligations Notes or that are owed to the Borrower or a Restricted Subsidiary, any Note Guarantee) that are assumed or forgiven by the transferee of any such assets and for which pursuant to an agreement that releases the Borrower and all of its Restricted Subsidiaries have been validly Issuer or such Subsidiary from further liability, or that are otherwise released by all creditors in writingor assumed; (iib) any securities received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 Within 365 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 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 after the receipt of any Net Proceeds from an Asset Sale other than a Sale of Collateral, the Issuer or any Restricted Subsidiary may apply such Designated Non-Cash ConsiderationNet Proceeds at its option to any combination of the following: (1) to repay, with redeem, repurchase or otherwise retire any Pari Debt of the fair market value Issuer or any of each item its Subsidiaries, including the Notes; (2) to acquire all or substantially all of Designated Non-Cash Consideration being measured at the time received and without properties or assets of a Person primarily engaged in a Permitted Business if, after giving effect to subsequent changes such acquisition, such Person is or becomes a Restricted Subsidiary of the Issuer; (3) to acquire any Capital Stock of a Person operating a Permitted Business, if, after giving effect to such acquisition, such Person operating a Permitted Business is or becomes a Restricted Subsidiary of the Issuer; (4) to make capital expenditures in valuerespect of the Issuer’s or its Restricted Subsidiaries’ Permitted Business or make an Investment in Replacement Assets; or (5) to acquire other assets that are used or useful in a Permitted Business or make an Investment in assets that will be used or useful in the Issuer’s business. The requirement of clause (2), (3), (4) or (5) of this Section 4.10(b) shall be deemed to be cash for purposes satisfied if a bona fide binding contract committing to make the acquisition, purchase, Investment or expenditure referred to therein is entered into by the Issuer (or any Restricted Subsidiary) within the time period specified in this Section 4.10(b) and such Net Proceeds are subsequently applied in accordance with such contract within 365 days following the date such agreement is entered into. Pending the final application of this provision and for no other purpose. To any such Net Proceeds, the extent Issuer or any Collateral Restricted Subsidiary may utilize such Net Proceeds in any manner that is disposed of pursuant to Permitted Asset Sale or as expressly permitted not prohibited by this Indenture. (d) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 6.05 4.10(b) or pursuant Section 4.10(c) hereof will constitute “Excess Proceeds” (it being understood that any portion of such Net Proceeds used to any disposition that does not constitute make an Asset Sale but is otherwise not prohibited under this Agreement, offer to purchase Notes as described in each case, to any Person other than a Loan Party, such Collateral subclause 4.10(b)(1) or subclause 4.10(c)(1) above shall be disposed deemed to have been invested whether or not such offer is accepted). (e) Within 10 business days after the aggregate amount of free and clear Excess Proceeds exceeds $40.0 million (or, at the Issuer’s option, on any earlier date or for any lesser amount), unless the Issuer at such time has given notice of the Liens created by the 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.redemption pursuant Section

Asset Sales. Cause (a) The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, cause or make an Asset Sale, unless: unless (ax) the Borrower or such any of its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by the Borrower) of the assets sold or otherwise disposed of; , and (by) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of: (i) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto) of the Borrower or such any Restricted Subsidiary, Subsidiary of the Borrower (other than liabilities that are by their terms subordinated to the Obligations or that are owed to the Borrower or a Restricted Subsidiary, Loans) that are assumed by the transferee of any such assets and for which the Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing;assets, (ii) any notes or other obligations or other securities or assets received by the Borrower or such Restricted Subsidiary of the Borrower from such transferee that are converted by the Borrower or such Restricted Subsidiary of the Borrower into cash within 180 days of the receipt thereof (to the extent of the cash received) within 180 days following the closing of such Asset Sale; ), and (iii) any Designated Non-Cash cash Consideration received by the Borrower or such any of its Restricted Subsidiary Subsidiaries in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-Cash cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed the greater of $150,000,000 and 90.03.0% of EBITDA of the Borrower as of the end of the most recently ended Test Period Total Assets and $35 million at the time of the receipt of such Designated Non-Cash Consideration, cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-Cash 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 6.06(a). (b) Within 395 days after the Borrower’s or any Restricted Subsidiary of the Borrower’s receipt of the Net Proceeds of any Asset Sale, the Borrower or such Restricted Subsidiary of the Borrower may apply the Net Proceeds from such Asset Sale, at its option: (i) to repay Secured Indebtedness (and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), Indebtedness of a Restricted Subsidiary, Obligations under the Loans or Pari Passu Indebtedness (provided that if the Borrower shall so reduce Obligations under Pari Passu Indebtedness, the Borrower shall equally and ratably reduce Obligations under the Loans by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Lenders 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 Loans), in each case other than Indebtedness owed to the Borrower or an Affiliate of the Borrower; provided, however, that if an offer to repay or repurchase any Indebtedness of any Restricted Subsidiary is made in accordance with the terms of such Indebtedness, the obligation to permanently repay 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; (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 Borrower), assets, or property or capital expenditures, in each case used or useful in a Similar Business, or (iii) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Borrower), properties or assets that replace the properties and assets that are the subject of such Asset Sale. In the case of Sections 6.06(b)(ii) and (iii), a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided that (x) such investment is consummated within 545 days after receipt by the Borrower or any Restricted Subsidiary of the Net Proceeds of any Asset Sale and (y) if such investment 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 below). Pending the final application of any such Net Proceeds, the Borrower or such Restricted Subsidiary of the Borrower may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in Cash Equivalents or Investment Grade Securities. Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in the first sentence of this Section 6.06(b) (it being understood that any portion of such Net Proceeds used to make an offer to prepay Loans, as described in clause (i) of this Section 6.06(b), shall be deemed to have been invested whether or not such offer is accepted) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $15 million, the Borrower shall make an offer to all Lenders (and, at the option of the Borrower, to holders of any Pari Passu Indebtedness) (an “Asset Sale Offer”) to prepay the maximum principal amount of Loans (and such Pari Passu Indebtedness), that is at least $2,000 and 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 thereof (or, in the event such Pari Passu Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest and Additional Interest, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for purposes by the terms of such Pari Passu Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this provision and for no Section 6.06; provided, however, notwithstanding the forgoing, in the case of an Asset Sale by Opco or any Restricted Subsidiary of Opco, the Borrower shall not be required to make an Asset Sale Offer to the extent Opco is not permitted pursuant to the terms of its outstanding Indebtedness, any other purposeagreement or applicable law to fund such Asset Sale Offer. The Borrower shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceeds $15 million by providing the notice required pursuant to the terms of Section 6.06(f) to the Administrative Agent. To the extent any Collateral is disposed that the aggregate amount of Loans (and such Pari Passu Indebtedness) elected to be prepaid pursuant to Permitted Asset Sale or as expressly permitted by this Section 6.05 or pursuant to any disposition that does not constitute an Asset Sale but Offer is otherwise not prohibited under this Agreementless than the Excess Proceeds, the Borrower and its Restricted Subsidiaries may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Loans (and such Pari Passu Indebtedness) so prepaid exceeds the amount of Excess Proceeds, the Borrower shall prepay the Loans (and such Pari Passu Indebtedness) to be prepaid in each casethe manner described in Section 6.06(e). Upon completion of any such Asset Sale Offer, to any Person other than a Loan Party, such Collateral the amount of Excess Proceeds shall be disposed reset at zero. (c) [Reserved]. (d) Not later than the date upon which written notice of free and clear an Asset Sale Offer is delivered to the Administrative Agent as provided above, the Borrower shall deliver to the Administrative Agent an Officers’ Certificate as to (i) the amount of the Liens created 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 6.06(b). On such date, the Borrower shall also irrevocably deposit with the Administrative Agent an amount equal to the Excess Proceeds to be invested in Cash Equivalents, as directed in writing by the Loan DocumentsBorrower, and to be held for payment in accordance with the provisions of this Section 6.06. Upon the expiration of the period for which the Asset Sale Offer remains open (the “Offer Period”), the Administrative Agent shall, on the date of purchase, mail or deliver payment to each Lender of Loans elected to be prepaid in the amount of the prepayment price. In the event that the Excess Proceeds delivered by the Borrower to the Administrative Agent are greater than the prepayment price of the Loans elected to be prepaid, the Administrative Agent shall deliver the excess to the Borrower immediately after the expiration of the Offer Period for application in accordance with Section 6.06. (e) Lenders electing to have Loans prepaid shall provide written notice to the Administrative Agent (and the Administrative Agent shall promptly notify the Borrower) at least three Business Days prior to the prepayment date. Lenders shall be entitled to withdraw their election if the Administrative Agent or the Collateral AgentBorrower receives not later than one Business Day prior to the purchase date, as applicablea telegram, telex, facsimile transmission or letter setting forth the name of the Lender, the principal amount of the Loans which was elected to be prepaid by the Lender and a statement that such Lender is withdrawing his election to have such Loans prepaid. If at the end of the Offer Period more Loans (and such Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer than the Borrower is required to purchase, selection of such Loans for purchase shall be authorized made by the Administrative Agent on a pro rata basis, by lot or by such other method as the Administrative Agent shall deem fair and appropriate (and in such manner as complies with applicable legal requirements). Selection of such Pari Passu Indebtedness shall be made pursuant to take any actions deemed appropriate in order the terms of such Pari Passu Indebtedness. (f) Notices of an Asset Sale Offer shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase date to effect the foregoingAdministrative Agent (and the Administrative Agent shall promptly notify the Lenders).