Common use of Events of Loss Clause in Contracts

Events of Loss. In the event of an Event of Loss, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such compliance.

Events of Loss. In the event of an Event of Loss, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shalla) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offeroccurs prior to Delivery of the Aircraft, the Company may use such Excess Loss Proceeds for Lease will immediately terminate and except as expressly stated in the Lease or under any purpose not otherwise prohibited by this Indenture Other Agreement, neither party will have any further obligation, other than pursuant to Section 5.21 and Section 3 of Schedule 4, except that Lessor will return the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject Deposit (if any) to Lessee and return to Lessee or agree to the Lien cancellation of any Letter of Credit in respect of the Security Documents. Aircraft, in each case in accordance with the provisions of Section 5.11 hereof. (b) If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds occurs after Delivery, Lessee will pay the Excess Loss Proceeds, Agreed Value to Lessor on or prior to the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount earlier of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value sixty (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee60) of the assets subject to days after the Event of Loss and (ii) at least 85% the date of which is in the form receipt of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received insurance proceeds in respect of Collateral shall constitute Collateral that Event of Loss. (c) Subject to the rights of any insurers and reinsurers or other third party, upon irrevocable payment in full to Lessor of the Agreed Value and all other amounts which may be or become payable to Lessor under the Security Documents Lease, and this Indenture if Lessee requests such transfer, Lessor will, or will procure that Owner will, without recourse or warranty (except as to the absence of Lessor Liens) transfer to Lessee or will procure that Owner transfers to Lessee legal and be deposited in beneficial title, subject to no Lessor Liens (but otherwise without warranty), to the Collateral Account Aircraft, on an AS IS, WHERE IS basis, and released therefrom in accordance with Article X. The Company will comply with at Lessee's expense, execute and deliver or will procure that Owner executes and delivers, such bills of sale and other documents and instruments as Lessee may reasonably request to evidence (on the requirements public record or otherwise) such transfer, free and clear of Rule 14e-1 under the Exchange Act all rights of Lessor and Owner and Lessor Liens. Lessee shall indemnify Lessor, Owner and each other Tax Indemnitee for all fees, expenses and Taxes incurred by Lessor, Owner or any other securities laws and regulations thereunder to the extent such laws or regulations are applicable Tax Indemnitee in connection with the repurchase of the Notes pursuant any such transfer; provided that with respect to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this IndentureTaxes, the Company will comply with obligations of Lessee hereunder shall be subject to the applicable securities laws exclusions set forth in Section 5.7(c) hereof and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such compliancecontest rights set forth in Section 5.9 above.

Events of Loss. In the event of an Within 360 days after any Event of LossLoss with respect to any Collateral with a fair market value (or replacement cost, if greater) in excess of $1.0 million, the Company Partnership or the affected Restricted Subsidiary of the CompanyPartnership, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”)Shreveport Resort, with no concurrent obligation to offer to make any purchase of any of the Notes; provided, however, that that: (a) the Company Partnership delivers to the Trustee within 90 60 days of such Event of Loss: (1) Loss a written opinion from a reputable contractor that the Subject Property Shreveport Resort with at least the Minimum Facilities can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss operating within 360 days of the Event of Loss; and; (2b) an Officers’ Certificate certifying that the Company Partnership has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1a) above; and (c) the Net Loss Proceeds are less than $75.0 million. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant Section 4.11 will be deemed “Excess Loss Proceeds.” When Within 10 days following the date that the aggregate amount of Excess Loss Proceeds exceeds $20.0 5.0 million, the Company Partnership will make an offer (an “Event of Loss Offer”) to all Holders of Notes to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, Interest to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company Issuers may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Collateral Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on in the principal manner described under Section 3.02 hereof. Upon completion of any such Event of Loss Offer, the amount of Notes tenderedExcess Loss Proceeds shall be reset at zero. With respect to any In the event of an Event of Loss pursuant to clause (iv3) of the definition of “Event of Loss” with respect to any property or assets that has have a fair market value (or replacement cost, if greater) in excess of $20.0 5.0 million, the Company (Partnership or the affected GuarantorRestricted Subsidiary, as the case may be), shall be required to receive consideration (ia) at least equal to the fair market value (evidenced by a resolution of the Partnership’s Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the property or assets subject to the Event of Loss and (iib) with respect to any “Event of Loss” of any portion of the hotel, riverboat casino or parking structure and restaurant and entertainment promenade that are a part of the Shreveport Resort, at least 8590% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such compliance.

Events of Loss. In (i) If the event of Company or a Restricted Subsidiary suffers an Event of Loss, any Net Cash Proceeds therefrom in excess of U.S.$20,000,000 shall be deposited by the Company or the affected Restricted Subsidiary of the CompanySubsidiary, as the case may be, may (and in an interest bearing cash collateral account subject to a second-priority Lien securing the extent required pursuant to the terms Notes pending application of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), it in accordance with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) abovethis Section 3.7. Any Net Loss Cash Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence interest bearing cash collateral account shall be maintained in the form of this covenant will cash and Cash Equivalents, and any interest thereon shall be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, payable to the Company will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected GuarantorRestricted Subsidiary, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Cash Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 or regulations are applicable in connection with the repurchase of the Notes pursuant to from an Event of Loss Offer. To that is described in clause (iii) of the extent that definition thereof shall be applied by the provisions of any applicable securities laws or regulations conflict Company to make an Asset Sale Offer in accordance with the terms set forth in Section 3.7(c). Any Net Cash Proceeds from an Event of Loss provisions that is described in clauses (i) or (ii) of this Indenture, the definition thereof may be applied by the Company will comply or such Restricted Subsidiary within 365 days of the receipt thereof to (A) purchase Replacement Assets from a Person other than the Company and its Restricted Subsidiaries or (B) prepay, repay, redeem, repurchase or retire any Indebtedness for borrowed money or constituting a Capitalized Lease Obligation or Attributable Indebtedness in respect of Sale and Leaseback Transactions (other than Subordinated Indebtedness) and permanently reduce the commitments, if any, with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the respect thereto. (ii) Any Net Cash Proceeds from any Event of Loss provisions that is described in clauses (i) or (ii) of this Indenture the definition thereof that are not applied by virtue of such compliancethe Company or a Restricted Subsidiary, as the case may be, within the 365-day period from the receipt thereof shall be applied to make an Asset Sale Offer in accordance with the terms set forth in Section 3.7(c).

Events of Loss. In (a) Subject to any intercreditor agreement and the Security Documents, in the event of an Event of LossLoss with respect to any Collateral, the Company Issuer, the Co-Issuer or the affected Restricted Subsidiary of the CompanyGuarantor, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) will apply the Net Loss Proceeds from such Event of Loss to the rebuildingLoss, repairwithin 365 days after receipt, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Lossat its option to: (1) a written opinion from a reputable contractor that repay obligations under any revolving credit facility with the Subject Property can be rebuilt, repaired, replaced or constructed inNet Loss Proceeds of borrowing base assets, and operated in, substantially effect a permanent reduction in the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; andavailability under such revolving credit facility; (2) an Officers’ Certificate certifying that repay any Indebtedness which was secured by the Company has available from assets to which Event of Loss related; and/or (3) invest all or any part of the Net Loss Proceeds in (A) the purchase of assets (other than securities) to be used by the Issuer, the Co-Issuer or other sources sufficient funds any Restricted Subsidiary in a Permitted Business, (B) capital expenditures to complete be used by the rebuildingIssuer, repairthe Co-Issuer or any Restricted Subsidiary in a Permitted Business, replacement (C) acquisition of Qualified Equity Interests in a Person that is a Restricted Subsidiary or construction described in clause a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (1D) above. a combination of (A), (B) and (C). (b) Pending the final application of any Net Loss Proceeds, the Issuer, the Co-Issuer or the affected Guarantor shall deposit such Net Loss Proceeds in accordance with the Security Documents and the Intercreditor Agreement (if any). (c) Any Net Loss Proceeds from an Event of Loss that are not reinvested applied or not permitted to be reinvested invested as provided in the first sentence of this covenant Section 4.27(a) will be deemed to constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 10.0 million, the Company Issuer will be required to make an offer to purchase from all Holders and, if applicable, redeem (or make an offer to do so) any Pari Passu Indebtedness of the Issuer the provisions of which require the Issuer to redeem such Indebtedness with the Net Loss Proceeds (or offer to do so) (a “Event of Loss Proceeds Offer”) in an aggregate principal amount of Notes and such Pari Passu Indebtedness equal to all Holders to purchase or redeem the Notes with the proceeds from the Event amount of such Excess Loss Proceeds at an offer price in cash in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the their principal amount plus accrued and unpaid interest if any, to the date of purchasepurchase or redemption, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documentsas applicable. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer surrendered by Holders exceeds the Excess Loss ProceedsProceeds to be used to purchase the Notes, the Trustee will shall select the Notes to be purchased pursuant to the Loss Proceeds Offer on a pro rata basis based or on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has as nearly a fair market value (or replacement costpro rata basis as is practicable, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event procedures of Loss and the Depository Trust Company. (iid) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. The Company Issuer will comply with the requirements of applicable tender offer rules, including Rule 14e-1 under the Exchange Act 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 Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict in connection with a Loss Proceeds Offer, and the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss relevant provisions of this Indenture by virtue of will be deemed modified as necessary to permit such compliance.

Events of Loss. In the event of an Event of LossLoss resulting in Net Loss Proceeds in excess of $25.0 million, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to either (i) the rebuilding, repair, replacement replacement, construction or construction of improvements improvement to the property affected by such Event of Loss or other property constituting Collateral (the “Subject Property”); or (ii) to permanently repay Obligations under the Credit Agreement and permanently reduce any related loan commitment thereunder, with no concurrent obligation to offer to purchase any of the Notes; provided, however, that in the case of clause (i) above the Company delivers to the Trustee within 90 180 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from applied (or will apply after receipt of any anticipated insurance or similar proceeds) the Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in accordance with clause (1i) above. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested or used to permanently repay obligations under the Credit Agreement as provided in the first sentence of this covenant Section 4.16 will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 25.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders and to the holders of any other Permitted Additional Pari Passu Obligations and to all holders of other pari passu Debt with liens ranking pari passu with the Notes containing provisions similar to those set forth in this Section 4.16 to purchase or redeem repurchase the Notes and such other Permitted Additional Pari Passu Obligations and to such other Pari Passu Debt with liens ranking pari passu with the Notes containing provisions similar to those set forth in this Section 4.16 with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes, such other Permitted Additional Pari Passu Obligations and such other pari passu Debt with liens ranking pari passu with the Notes containing provisions similar to those set forth in this Section 4.16 that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security DocumentsDocuments and such remaining amount shall not be added to any subsequent Excess Loss Proceeds for any purpose under this Indenture; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes and other Permitted Additional Pari Passu Obligations and other Debt ranking pari passu with the Notes containing provisions similar to those set forth in this Section 4.16 tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes and such other Permitted Additional Pari Passu Obligations and other Debt (to the extent such other Debt permits such a selection) to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to The Company shall comply with Section 3.9 in connection with any Event of Loss pursuant Offer. In the event the Collateral Agent or Security Trustee receives any funds from Net Loss Proceeds (or other insurance monies) that are not required to clause (iv) be delivered to the Collateral Agent as “Net Loss Proceeds” under this Section 4.16, the Collateral Agent or Security Trustee shall return such monies to the Issuers promptly upon the written request of the definition of “Event of Loss” that has a fair market value Issuers therefor (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced accompanied by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash EquivalentsCertificate). Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. The Company and its Restricted Subsidiaries 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 Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company and its Restricted Subsidiaries will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture Section 4.16 by virtue of such compliance.

Events of Loss. (a) In the event of an Event of LossLoss with respect to any Collateral with a Fair Market Value (or replacement cost, if greater) in excess of $5.0 million, the Company affected Issuer or the affected Restricted Subsidiary of the CompanyGuarantor, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) will apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the affected property affected by such Event of Loss (the “Subject Property”), or to the payment of Priority Lien Debt, and, if such Priority Lien Debt is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto, with no concurrent obligation to offer to make any purchase of any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially operating within 365 days from the same condition as it existed prior to the Event date of Loss within 360 days of the Event of Losssuch opinion; and (2) an Officers’ Certificate certifying that the Company affected Issuer or the affected Guarantor has available from Net Loss Proceeds (including amounts collectible from the applicable insurance carrier) or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. . (b) Any Net Loss Proceeds that are not reinvested invested or not permitted to be reinvested applied as provided in the first sentence of this covenant clause (a) above will be deemed to constitute “Excess Loss Proceeds.” When Within 10 Business Days following the date that the aggregate amount of Excess Loss Proceeds received by the applicable Issuer or the applicable Guarantor exceeds $20.0 15.0 million, the Company Issuers will make an offer to all Holders (an “Event of Loss Offer”) to all Holders ), to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The Proceeds at an offer price in any Event of Loss Offer will be cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and will be payable in cash. If any Excess Loss Proceeds remain after consummation of such Pari Passu Debt, as applicable, tendered pursuant to an Event of Loss Offer, Offer is less than the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any Proceeds, such remaining Excess Loss Proceeds shall remain subject be deposited in the Collateral Account and shall be released to the Lien Issuers upon the satisfaction of the Security conditions to release described in the Indenture and the Collateral Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the amount of Excess Loss Proceeds, the Trustee will shall select the Notes to be purchased on a pro rata basis based on the aggregate principal amount of the Notes so tendered. With respect Upon completion of any Event of Loss Offer, the amount of Excess Loss Proceeds shall be reset at zero. (c) In the event of any settlement relating to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (affected Issuer or the affected Guarantor, as the case may be), shall will be required to receive consideration (i) at least equal to the fair market value Fair Market Value of the property subject to the Event of Loss. With respect to any settlement relating to any Event of Loss involving property or assets, the portion of which is destroyed, damaged, condemned, seized or taken, as the case may be, has a Fair Market Value in excess of $20.0 million, (i) the Fair Market Value shall be evidenced by a resolution of the Board of Directors of the Company TER set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss , and (ii) at least 85% of which is such consideration shall be in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such compliance.

Events of Loss. In the event of an Event of LossLoss resulting in Net Loss Proceeds in excess of $5,000,000, the Company or of the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to (i) repay First Priority Obligations and/or (ii) the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Officer’s Certificate certifying that the Company has available from applied (or will apply after receipt of any anticipated insurance or similar proceeds) the Net Loss Proceeds or of other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) aboveaccordance with this sentence. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million10,000,000, the Company will make an offer (an “Event of Loss Offer”) to all Holders and to the holders of any Permitted Additional Pari Passu Secured Obligations containing provisions similar to those set forth in this Indenture with respect to events of loss to purchase or redeem repurchase the Notes and such other Permitted Additional Pari Passu Secured Obligations with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes and such other Permitted Additional Pari Passu Secured Obligations that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security DocumentsDocuments and such remaining amount shall not be added to any subsequent Excess Loss Proceeds for any purpose under this Indenture; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes and other Permitted Additional Pari Passu Secured Obligations tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes and the Company or its agent shall select such other Permitted Additional Pari Passu Secured Obligations to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 or regulations are applicable in connection with the offer to repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such compliance.

Events of Loss. (a) If an Event of Loss occurs with respect to Collateral, the Net Loss Proceeds therefrom shall be paid directly to the Collateral Agent for deposit into the Collateral Account. In the event of an Event of LossLoss with respect to any Collateral with a Fair Market Value (or replacement -66- cost, if greater) in excess of $1.0 million, the Company or the affected Restricted Subsidiary of the CompanyGuarantor, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) shall apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the affected property affected by such Event of Loss (the “"Subject Property”"), with no concurrent obligation to offer to make any purchase of any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially operating within 365 days from the same condition as it existed prior to the Event date of Loss within 360 days of the Event of Losssuch certification; and (2) an Officers’ ' Certificate certifying that the Company or the affected Guarantor has available from Net Loss Proceeds (including amounts collectible from the applicable insurance carrier) or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. . (b) Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant will Section 4.16 shall be deemed “"Excess Loss Proceeds.” When " Within 10 days following the date that the aggregate amount of Excess Loss Proceeds received by the Company or the applicable Guarantor exceeds $20.0 10.0 million, the Company will shall make an offer offer, on a pro rata basis (an “"Event of Loss Offer”) "), to all Holders holders of First Priority Notes and holders of First Priority Pari Passu Indebtedness (to purchase or redeem the Notes extent such person's collateral is subject to such Event of Loss) with the proceeds from the Event of Events of Loss in an amount equal to purchase the maximum principal amount of First Priority Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will shall be equal to 100% of the principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of First Priority Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the First Priority Trustee shall select the First Priority Notes to be purchased on a pro rata basis based on the principal amount of First Priority Notes tendered. (c) Solely to the extent permitted by the First Priority Indenture or to the extent that no First Priority Notes or First Priority Pari Passu Indebtedness is then outstanding, if any Excess Loss Proceeds remain after consummation of an Event of Loss Offer or all such Excess Loss Proceeds to the extent no First Priority Notes or First Priority Pari Passu Indebtedness is then outstanding ("Residual Excess Loss Proceeds"), the Company shall, within the earlier of (x) 10 days of completion of the Event of Loss Offer or (y) the receipt of Residual Excess Loss Proceeds, make an offer, on a pro rata basis (a "Residual Event of Loss Offer"), to all Holders of Notes with the Residual Excess Loss Proceeds to purchase the maximum principal amount of Notes that may be purchased out of the Residual Loss Proceeds. The offer price in any Residual Event of Loss Offer shall be equal to 100% of principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. If the aggregate principal amount of Notes tendered pursuant to a Residual Event of Loss Offer exceeds the Residual Excess Loss Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. (d) Upon the completion of any Event of Loss Offer, any remaining Excess Loss Proceeds shall be deposited in the Collateral Account and be released to the Issuers only upon satisfaction of the conditions to release described in the Collateral Documents, and the amount of Excess Loss Proceeds shall then be reset at zero. With respect Upon completion of any Residual Event of Loss Offer, any remaining Residual Excess Loss Proceeds shall be used for any purpose not prohibited by this Indenture and the amount of Residual Excess Loss Proceeds shall then be reset at zero. (e) In the event of any settlement relating to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall will be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution Fair Market Value of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets property subject to the Event of Loss. (f) Any Event of Loss Offer or Residual Event of Loss Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (ii) at least 85% the "Event of which is in Loss Offer Period"). No later than five Business Days after the form termination of cash or Eligible Cash Equivalents. Any Net the Event of Loss Proceeds received Offer Period (the "Event of Loss Purchase Date"), the Company shall purchase a principal amount of First Priority Notes, in respect of Collateral an Event of Loss Offer, or Notes, in respect of a Residual Event of Loss Offer, equal to the Excess Loss Proceeds (the "Event of Loss Offer Amount") or, if less than the Event of Loss Offer Amount has been tendered, all Notes or First Priority Notes, as the case may be, tendered in response to the Event of Loss Offer or Residual Event of Loss Offer, as the case may be. Payment for any Notes so purchased shall constitute Collateral under the Security Documents and this Indenture and be deposited made in the Collateral Account same manner as interest payments are made. (g) If the Event of Loss Purchase Date is on or after an interest record date and released therefrom on or before the related interest payment date, any accrued and unpaid interest shall be paid to the person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Residual Event of Loss Offer. (h) On or before the Event of Loss Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Event of Loss Offer Amount of Notes or portions thereof tendered pursuant to the Event of Loss Offer or, if less than the Event of Loss Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with Article X. the terms of this Section. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Event of Loss Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon delivery of an Officers' Certificate from the Company, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will shall publicly announce the results of the Event of Loss Offer or Residual Event of Loss Offer on the Event of Loss Purchase Date. (i) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of an Event of Loss OfferLoss. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this IndentureSection 4.16, the Company will shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under the Event of Loss provisions of this Indenture Section 4.16 by virtue of such compliancethereof.

Events of Loss. In the event of an (a) Within 365 days after any Event of LossLoss with respect to all or any portion of the Hard Rock Hotel & Casino Biloxi with a Fair Market Value (or replacement cost, the Company if greater) in excess of $5.0 million, Premier or the affected Restricted Subsidiary of the CompanySubsidiary, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such the Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”)Hard Rock Hotel & Casino Biloxi, with no concurrent obligation to offer to make any purchase of any of the Notesnotes; providedPROVIDED, howeverHOWEVER, that the Company that: (1) Premier delivers to the Trustee within 90 days of such the Event of Loss: (1) Loss a written opinion from a reputable contractor that the Subject Property Hard Rock Hotel & Casino Biloxi with at least the Minimum Facilities can be rebuilt, repaired, replaced or constructed inconstructed, and operated inin a condition to be Operating, substantially the same condition as it existed prior to the Event of Loss within 360 365 days of the Event of Loss; and; (2) Premier delivers to the Trustee within 90 days of the Event of Loss an Officers’ ' Certificate certifying that the Company Premier has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. ; and (3) the Net Loss Proceeds are less than $50.0 million. (b) Any Net Loss Proceeds that are not reinvested or are not permitted to be reinvested as provided in the first sentence of this covenant Section 4.11(a) will be deemed “Excess Loss Proceeds"EXCESS LOSS PROCEEDS.” When " Within ten days following the date that the aggregate amount of Excess Loss Proceeds exceeds $20.0 5.0 million, the Company Premier will make an offer (an “Event of Loss Offer”"EVENT OF LOSS OFFER") to all Holders of Notes to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered pursuant to an the Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes in the manner described under Section 3.02 hereof. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, Premier may use such Net Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Collateral Documents. Upon completion of any such Event of Loss Offer, the amount of Net Loss Proceeds shall be reset at zero. (c) Any Net Loss Proceeds received prior to the Initial Operating Date that are to be purchased used for rebuilding, repair, replacement or construction of the Hard Rock Hotel & Casino Biloxi will be deposited in the Construction Disbursement Account and will be disbursed pursuant to the Disbursement Agreement. Any Net Loss Proceeds received prior to the Initial Operating Date that are not to be used for rebuilding, repair, replacement or construction of the Hard Rock Hotel & Casino Biloxi or that are received after the Initial Operating Date will be deposited into an account in which the Trustee will be granted a first priority perfected security interest, subject to Permitted Liens, and will be released to Premier to pay for or reimburse Premier for the actual cost of a permitted use of the Net Loss Proceeds as provided above, or the Event of Loss Offer, in each case pursuant to the terms of the Collateral Documents. All Net Loss Proceeds may be invested only in Cash Equivalents. (d) Premier or the applicable Restricted Subsidiary will grant to the Trustee, on behalf of the Holders of the Notes, a pro rata basis based first priority lien, subject to Permitted Liens, on any property or asset rebuilt, repaired, replaced or constructed with such Net Loss Proceeds on the principal amount terms set forth in this Indenture and the Collateral Documents. (e) In the event of Notes tendered. With respect to any an Event of Loss pursuant to clause (iv3) of the definition of “"Event of Loss” " with respect to any property or assets that has have a fair market value Fair Market Value (or replacement cost, if greater) in excess of $20.0 5.0 million, the Company (Premier or the affected GuarantorRestricted Subsidiary, as the case may be), shall will be required to receive consideration (i1) at least equal to the fair market value Fair Market Value (evidenced by a resolution of the Premier's Board of Directors of the Company set forth in an Officers’ ' Certificate delivered to the Trustee) of the property or assets subject to the Event of Loss and (ii2) with respect to any "Event of Loss" of any portion of the Hard Rock Hotel & Casino Biloxi, at least 8590% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such compliance.

Events of Loss. In Within 360 days after the event receipt of any Net Proceeds from an Event of Loss, the Company (or the affected applicable Restricted Subsidiary of the CompanySubsidiary, as the case may be) may apply such Net Proceeds: (1) to prepay, may repay, redeem or purchase (and reduce the commitments under) any senior secured Indebtedness, including Indebtedness under the Bank Credit Facility, and, if the Indebtedness repaid is revolving credit Indebtedness, to the extent required pursuant correspondingly permanently reduce commitments with respect thereto; (2) to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement acquire all or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any substantially all of the Notesassets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company; (3) to make a capital expenditure; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; provided, however, that if the Company delivers or any Restricted Subsidiary contractually commits within such 360-day period to the Trustee apply such Net Proceeds within 90 180 days of such Event of Loss: contractual commitment in accordance with clause (12), (3) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in(4) above, and operated insuch Net Proceeds are subsequently applied as contemplated in such contractual commitment, substantially then the same condition as it existed prior to the requirement for application of Net Proceeds set forth in this paragraph shall be considered satisfied. Any Net Proceeds from an Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds that are not reinvested applied or not permitted to be reinvested invested as provided in the first sentence paragraph of this covenant Section 4.11 will be deemed constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, within five days thereof, the Company will make an offer (an “Event of Loss Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to purchase those set forth in this Indenture with respect to offers to purchase, prepay or redeem the Notes with the proceeds from the Event of Loss in an amount equal sales of assets to purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount amount, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such those Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security DocumentsIndenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered pursuant in (or required to an be prepaid or redeemed in connection with) such Event of Loss Offer exceeds the amount of Excess Loss Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis basis, based on the principal amount amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of Notes tendered$2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). With respect to any Upon completion of each Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 millionOffer, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution amount of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Excess Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and will be deposited in the Collateral Account and released therefrom in accordance with Article X. reset at zero. 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 those laws or and regulations are applicable in connection with the each repurchase of the Notes pursuant to a Change of Control Offer, an Asset Sale Offer or an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of Sections 3.10, 4.10 or 4.16 hereof or this IndentureSection 4.11, the Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under the Event of Loss provisions of Sections 3.10, 4.10 or 4.16 hereof or this Indenture Section 4.11 by virtue of such compliance.

Events of Loss. (a) In the event case of an Event of LossLoss with respect to any Principal Property, the Company or the affected Restricted Subsidiary of the CompanyPrincipal Property Subsidiary, as the case may be, may (and to shall, within 365 days following the extent required pursuant to the terms receipt of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds received from such Event of Loss to the rebuildingapply such Net Loss Proceeds to: (1) rebuild, repair, replace or construct improvements to (or enter into a binding agreement to do so within 365 days after the execution of such agreement) the affected Principal Property (an “Acceptable Event of Loss Commitment”); provided that the Company or the affected Principal Property Subsidiary, as the case may be, shall be allowed, in the course of rebuilding, replacement or construction of improvements to make alterations not prohibited under the property affected by such Event terms of Loss (this Indenture and the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; andCollateral Documents; (2) an Officers’ Certificate certifying purchase Additional Collateral Assets; (3) make capital expenditures at any of the Principal Properties that will become Additional Collateral Assets; or (4) repurchase a portion of the Notes as set forth below, provided that in the event any Acceptable Event of Loss Commitment is later cancelled or terminated for any reason before the Net Loss Proceeds are applied in connection therewith and the Company has available from not replaced such Acceptable Event of Loss Commitment with a substantially similar commitment within ten Business Days, or such Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described are not actually so applied as specified in clause (1) aboveunder this Section 4.12(a) by the end of such one-year period, then such Net Loss Proceeds shall be applied to repurchase the Notes. If a repair, rebuilding, replacement or construction of improvements is made to the affected Principal Property before the Net Loss Proceeds are received, an amount of Net Loss Proceeds equal to the amount expended to make such repair, rebuilding, replacement or construction of improvements shall be deemed applied in accordance with clause (1) under this Section 4.12(a). The Company or the affected Principal Property Subsidiary shall notify the Trustee and Collateral Agent in writing within ten Business Days after the receipt of Net Loss Proceeds equal to or greater than $2.5 million. (b) Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant Section 4.12(a) hereof will be deemed “Excess Loss Proceeds.” When Within 30 days following the earlier of the date on which the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, 10.0 million the Company will make an offer (an “Event of Loss Offer”) to all Holders of Notes to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. If the Company makes an Event of Loss Offer prior to the 365-day deadline specified in Section 4.12(a) hereof with respect to any Net Loss Proceeds from an Event of Loss, the Company’s obligations with respect to such Net Loss Proceeds under this Section 4.12 shall be deemed satisfied after completion of such Event of Loss Offer. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest and Special Interest, if any, to to, but not including, the date of purchase, purchase and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company applicable entity may use such those Excess Loss Proceeds for any general corporate purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such compliance.the

Events of Loss. In Within 360 days after the event receipt of any Net Proceeds from an Event of Loss, the Company (or the affected applicable Restricted Subsidiary of the CompanySubsidiary, as the case may be) may apply such Net Proceeds: (1) to prepay, may repay, redeem or purchase (and reduce the commitments under) any senior secured Indebtedness, including Indebtedness under the Bank Credit Facility, and, if the Indebtedness repaid is revolving credit Indebtedness, to the extent required pursuant correspondingly permanently reduce commitments with respect thereto; (2) to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement acquire all or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any substantially all of the Notesassets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company; (3) to make a capital expenditure; and/or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; provided, however, that if the Company delivers or any Restricted Subsidiary contractually commits within such 360-day period to the Trustee apply such Net Proceeds within 90 180 days of such Event of Loss: contractual commitment in accordance with clause (12), (3) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in(4) above, and operated insuch Net Proceeds are subsequently applied as contemplated in such contractual commitment, substantially then the same condition as it existed prior to the requirement for application of Net Proceeds set forth in this paragraph shall be considered satisfied. Any Net Proceeds from an Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds that are not reinvested applied or not permitted to be reinvested invested as provided in the first sentence paragraph of this covenant Section 4.11 will be deemed constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, within five days thereof, the Company will make an offer (an “Event of Loss Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to purchase those set forth in this Indenture with respect to offers to purchase, prepay or redeem the Notes with the proceeds from the Event of Loss in an amount equal sales of assets to purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount amount, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such those Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security DocumentsIndenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered pursuant in (or required to an be prepaid or redeemed in connection with) such Event of Loss Offer exceeds the amount of Excess Loss Proceeds, subject to the rules of any securities depositary holding the Notes in global form, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis basis, based on the principal amount amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of Notes tendered$2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). With respect to any Upon completion of each Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 millionOffer, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution amount of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Excess Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and will be deposited in the Collateral Account and released therefrom in accordance with Article X. reset at zero. 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 those laws or and regulations are applicable in connection with the each repurchase of the Notes pursuant to a Change of Control Offer, an Asset Sale Offer or an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of Sections 3.10, 4.10 or 4.16 hereof or this IndentureSection 4.11, the Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under the Event of Loss provisions of Sections 3.10, 4.10 or 4.16 hereof or this Indenture Section 4.11 by virtue of such compliance.

Events of Loss. In the event of an Event of Loss, the Company or the affected applicable Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement (I) make an investment in or construction expenditures for Replacement Assets (provided that such Replacement Assets shall become Collateral) or (II) make an acquisition of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any all of the Notes; provided, however, Capital Stock or assets of any Person or division conducting a business reasonably related to that of the Company or its subsidiaries (provided that the assets so acquired shall become Collateral). The 366th day after receipt by the Company delivers to or the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days applicable Restricted Subsidiary of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds any earlier date on which the board of managers or directors of the Company or board of the applicable Restricted Subsidiary determines not to complete apply the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds that are (other than in connection with an Event of Loss for which the Net Loss Proceeds do not reinvested or not permitted to be reinvested as provided exceed $5.0 million) in accordance with the first sentence of this covenant will be deemed “Excess preceding paragraph (each, a "Net Loss Proceeds.” When the Proceeds Offer Trigger Date"), such aggregate amount of Excess Net Loss Proceeds exceeds $20.0 millionwhich have not been applied or contractually committed to be applied (and to the extent not subsequently applied, the Net Loss Proceeds Offer Trigger Date shall be deemed to be the date of termination of such contractual commitment) on or before such Net Loss Proceeds Offer Trigger Date as permitted by the preceding paragraph (the "Excess Net Loss Proceeds") shall be applied by the Company will or such Restricted Subsidiary to make an offer to purchase (an “Event of or prepay, repay or redeem, as the case may be) (the "Net Loss Proceeds Offer”") to on a date (the "Net Loss Proceeds Offer PaymentDate") that is not less than 30 nor more than 45 days following the applicable Net Loss Proceeds Offer Trigger Date, from: • all Holders of Notes (including any Additional Notes subsequently issued under this Indenture), and • all other Holders of Pari Passu Indebtedness that contains provisions requiring that an offer to purchase (or redeem the Notes other repayment, prepayment or redemption, as applicable) of such other Indebtedness be made with the proceeds from the Event of Net Loss in an amount equal to Proceeds, on a pro rata basis, the maximum principal amount of Notes and other Indebtedness that may be purchased out of the with such Excess Net Loss Proceeds. The offer price for Notes in any Event of Net Loss Proceeds Offer will be equal to 100% of the their principal amount amount, plus any accrued and unpaid interest if any, to the date of purchase, and will . The pro rata portion of the Net Loss Excess Proceeds allocable to the Holders of Notes (the "Notes Excess Net Loss Proceeds") shall be payable in cash. If any Excess Loss Proceeds remain after consummation determined as of an the date of the applicable Event of Loss Offerand shall be equal to an amount determined by multiplying the Net Loss Excess Proceeds by a fraction, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien numerator of the Security Documents. If which is the aggregate principal amount of the Notes tendered pursuant outstanding (including any Additional Notes) as of such date of determination and the denominator is the sum of the aggregate principal amount of the Notes and any other Indebtedness otherwise subject to a Net Loss Proceeds Offer in accordance with the second bullet of this paragraph outstanding as of such date of determination. Notwithstanding the foregoing, this Indenture will not prohibit the purchase, repayment, prepayment or redemption of Indebtedness otherwise subject to a Net Loss Proceeds Offer in accordance with the second bullet of the preceding paragraph prior to the consummation of the Net Loss Proceeds Offer as contemplated above; provided that (A) the credit agreement, Indenture or other similar agreement governing such Indebtedness requires such earlier purchase, repayment, prepayment or redemption and (B) in the event of such earlier repayment, prepayment or redemption (other than in compliance with clauses (I) above), (i) the Notes Excess Net Loss Proceeds will only be available to make a Net Loss Proceeds Offer to Holders of the Notes and (ii) the Net Loss Proceeds Offer Trigger Date shall be deemed to be a date of such earlier purchase, repayment, prepayment or redemption. The Company may defer the Net Loss Proceeds Offer until there is an aggregate unutilized Notes Excess Net Loss Proceeds equal to or in excess of $10 million resulting from one or more Event of Loss Offer exceeds (at which time the entire unutilized Notes Excess Net Loss Proceeds, and not just the Trustee amount in excess of $10 million, shall be applied to a Net Loss Proceeds Offer for the Notes) (and at which time any other unutilized Excess Net Loss Proceeds shall be applied to such Net Loss Proceeds Offer for the applicable Indebtedness). Each Net Loss Proceeds Offer for Notes will select be mailed to the record Holders as shown on the register of Holders within 30 days following the Net Loss Proceeds Offer Trigger Date, with a copy to the trustee, and shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Loss Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000, as the case may be, in exchange for cash. To the extent Holders properly tender Notes in an amount exceeding the Excess Net Loss Proceeds available to purchase Notes in connection with the Net Loss Proceeds Offer, Notes of tendering Holders will be purchased on a pro rata basis (based on amounts tendered). A Net Loss Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. All Net Loss Proceeds shall, pending their application in accordance with this Section 4.20 or the principal amount release thereof in accordance with the provisions of Notes tenderedthis Indenture and the Security Documents, be deposited and held in the Collateral Account; provided that such Net Loss Proceeds may be withdrawn from the Collateral Account from time to time solely to be applied in accordance with this Section 4.20. With respect to To the extent that any Event Excess Net Loss Proceeds remain after consummation of a Net Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 millionProceeds Offer, the Company (or the affected Guarantor, as the case any of its Restricted Subsidiaries may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any use such remaining Excess Net Loss Proceeds received in respect for any purpose permitted by the other provisions of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. Indenture. The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of a Net Loss Proceeds Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event "Events of Loss Loss" provisions of this Indenture, the Company will shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under the Event this Section 4.20 by virtue thereof. This section shall only apply to Events of Loss provisions of this Indenture by virtue of such compliance.that occur at a time when there are no outstanding obligations or commitments under any First Priority Senior Secured Indebtedness or Second Priority Senior Secured Indebtedness other than the Notes and Guarantees. ARTICLE FIVE

Events of Loss. In the event of an Event of LossLoss with respect to any Collateral, the Company or the affected Restricted Subsidiary of the CompanyGuarantor, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) will apply the Net Loss Proceeds from such Event of Loss Loss, within 90 days after receipt, at its option: (1) to the rebuilding, repair, replacement or construction of improvements to the affected property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; andor (2) an Officers’ Certificate certifying to make capital expenditures with respect to Collateral or to acquire properties or assets that will constitute Collateral and be used or useful in the Permitted Business of the Company has available from or any of its Restricted Subsidiaries; provided that if during such 90—day period the Company or a Restricted Subsidiary enters into a definitive agreement committing it to apply such Net Loss Proceeds or other sources sufficient funds to complete in accordance with the rebuilding, repair, replacement or construction described in requirements of clause (1) aboveor (2) or if the application of such Net Loss Proceeds is part of a project authorized by the Board of Directors of the Company in good faith that will take longer than 90 days (but in no event longer than 270 days in the aggregate) to complete, and such project has begun, such 90—day period will be extended with respect to the amount of Net Loss Proceeds so committed until required to be paid in accordance with such agreement (or, if earlier, until termination of such agreement) or until completion of such project, as the case may be. Pending the final application of any Net Loss Proceeds, the Company or any Restricted Subsidiary shall deposit such Net Loss Proceeds in the Collateral Account. Any Net Loss Proceeds from an Event of Loss that are not reinvested applied or not permitted to be reinvested invested as provided in the first sentence of this covenant the preceding paragraph will be deemed to constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million5.0 million (such date, the “Loss Proceeds Offer Trigger Date”), the Company will make an offer to all Holders and the holders of any Senior Secured Indebtedness (an a “Event of Loss Proceeds Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes (and Senior Secured Indebtedness) that may be purchased out of the such Excess Loss Proceeds. The Proceeds (the “Loss Proceeds Offer Amount”), at an offer price in any Event of Loss Offer will be cash in an amount equal to 100% of the their principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchasepurchase (subject to the right of Holders of record on a record date to receive interest and Additional Interest, and will if any, on the relevant interest payment date in accordance with the procedures set forth in this Indenture). If the aggregate principal amount of Notes surrendered by Holders exceeds the Excess Loss Proceeds to be payable used to purchase Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. Notwithstanding anything to the contrary in cashthe foregoing, the Company may commence a Loss Proceeds Offer prior to the expiration of 270 days after the occurrence of an Event of Loss. If any Excess Loss Proceeds remain after the consummation of an Event of any Loss Proceeds Offer, the Company may use such those Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security DocumentsIndenture. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of a Loss Proceeds Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under the Event of Loss provisions of this Indenture Section 4.19 by virtue thereof.” (g) Section 4.23 of such compliance.the Indenture is hereby deleted in its entirety and replaced with the following:

Events of Loss. In the event of an Event of Loss, the Company or the affected applicable Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement make an investment in or construction of improvements to the property affected by expenditures for Replacement Assets (provided that such Event of Loss (the “Subject Property”Replacement Assets shall become Collateral), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds that are the Company or the applicable Restricted Subsidiary does not reinvested apply, or determines not permitted to be reinvested as provided apply, in accordance with the first sentence of this covenant preceding paragraph will be deemed “constitute "Excess Net Loss Proceeds.” " The 366th day after receipt by the Company or the applicable Restricted Subsidiary of the Net Loss Proceeds or any earlier date on which the board of managers or directors of the Company or board of the applicable Restricted Subsidiary determines not to apply the Net Loss Proceeds in accordance with the preceding paragraph is a "Net Loss Proceeds Offer Trigger Date." When the aggregate amount of Excess Net Loss Proceeds equals or exceeds $20.0 15 million, the Company will be required to make an offer (an “Event of a "Net Loss Proceeds Offer”") to purchase, on a date (the "Net Loss Proceeds Offer Payment Date") that is not less than 30 nor more than 45 days following the applicable Net Loss Proceeds Offer Trigger Date, from all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to Notes, on a pro rata basis, the maximum principal amount of Notes that may be purchased out of the with such Excess Net Loss Proceeds. The offer price for Notes in any Event of Net Loss Proceeds Offer will be equal to 100% of the their principal amount amount, plus any accrued and unpaid interest if any, to the date of purchase. Each notice of a Net Loss Proceeds Offer pursuant to this Section 4.20 shall be mailed, by first-class mail, by the Company to Holders of Notes at their last registered address not more than 30 days following the Net Loss Proceeds Offer Trigger Date, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Net Loss Proceeds Offer and shall state the following terms: (1) that the Net Loss Proceeds Offer is being made pursuant to Section 4.20 of this Indenture, that all Notes tendered will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offeraccepted for payment; provided, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided however, that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If if the aggregate principal amount of Notes tendered pursuant to an Event in a Net Loss Proceeds Offer plus accrued interest at the expiration of Loss Offer such offer exceeds the Excess aggregate amount of the Net Loss ProceedsProceeds Offer, the Trustee will Company shall select the Notes to be purchased on a pro rata basis based (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000 or multiples thereof shall be purchased) and that the Net Loss Proceeds Offer shall remain open for a period of 20 Business Days or such longer periods as may be required by law; (2) the purchase price (including the amount of accrued interest) and the Net Loss Proceeds Offer Payment Date (which shall be not less than 30 nor more than 45 days following the applicable Net Loss Proceeds Offer Trigger Date and which shall be at least five Business Days after the Trustee receives notice thereof from the Company); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Net Loss Proceeds Offer shall cease to accrue interest after the Net Loss Proceeds Offer Payment Date; (5) that Holders electing to have a Note purchased pursuant to a Net Loss Proceeds Offer will be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day prior to the Net Loss Proceeds Offer Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the second Business Day prior to the Net Loss Proceeds Offer Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes tendered. With respect the Holder delivered for purchase and a statement that such Holder is withdrawing his election to any Event of Loss pursuant have such Note purchased; and (7) that Holders whose Notes are purchased only in part will be issued new Notes in a principal amount equal to clause (iv) the unpurchased portion of the definition of “Event of Loss” Note surrendered; provided, however, that has a fair market value (or replacement cost, if greater) each Note purchased and each new Note issued shall be in excess an original principal amount of $20.0 million1,000 or integral multiples thereof. On or before the Net Loss Proceeds Offer Payment Date, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least accept for payment Notes or portions thereof (in integral multiples of $1,000) validly tendered pursuant to the Net Loss Proceeds Offer, (ii) deposit with the Paying Agent in accordance with Section 2.14 U.S. Legal Tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, of all Notes to be purchased and (iii) deliver to the Trustee Notes so accepted together with an Officers' Certificate stating the Notes or portions thereof being purchased by the Company. Upon receipt by the Paying Agent of the monies specified in clause (ii) above and a copy of the Officers' Certificate specified in clause (iii) above, the Paying Agent shall promptly mail to the Holders of Notes so accepted payment in an amount equal to the fair market value (evidenced by a resolution purchase price plus accrued and unpaid interest, if any, out of the Board of Directors funds deposited with the Paying Agent in accordance with the preceding sentence. The Trustee shall promptly authenticate and mail to such Holders new Notes equal in principal amount to any unpurchased portion of the Company set forth in an Officers’ Certificate delivered Notes surrendered. Upon the payment of the purchase price for the Notes accepted for purchase, the Trustee shall return the Notes purchased to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash EquivalentsCompany for cancellation. Any monies remaining after the purchase of Notes pursuant to a Net Loss Proceeds received Offer shall be returned within three Business Days by the Trustee to the Company except with respect to monies owed as obligations to the Trustee pursuant to Article Seven. For purposes of this Section 4.20, the Trustee shall act as the Paying Agent. All Net Loss Proceeds shall, pending their application in respect accordance with this Section 4.20 or the release thereof in accordance with the provisions of Collateral shall constitute Collateral under the Security Documents and this Indenture and the Security Documents, be deposited and held in the Collateral Account and released therefrom in accordance with Article X. Account. To the extent that any Excess Net Loss Proceeds remain after consummation of a Net Loss Proceeds Offer, the Company or any of its Restricted Subsidiaries may use such remaining Excess Net Loss Proceeds for any purpose permitted by the other provisions of this Indenture. Upon consummation of a Net Loss Proceeds Offer, the amount of the Excess Net Loss Proceeds shall be reset at zero. 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 or and regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of a Net Loss Proceeds Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this IndentureIndenture relating to a Loss Proceeds Offer, the Company will shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under the Event this Section 4.20 by virtue thereof. This Section 4.20 shall apply only to Events of Loss provisions of this Indenture by virtue of such compliancethat occur at a time when there are no outstanding Obligations or commitments under any First Priority Senior Secured Indebtedness.

Events of Loss. (a) In the event of an Event of LossLoss with respect to any Collateral, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such an Event of Loss Loss, within 360 days after receipt, at its option: (1) to the rebuilding, repair, replacement or construction of improvements to the affected asset or property affected by such Event of Loss (the “Subject Property”), , (2) to make capital expenditures with no concurrent obligation respect to offer Collateral or to purchase any acquire properties or assets that will constitute Collateral and be used in the business of the Notes; providedCompany and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related, howeverancillary or complementary thereto, that or (3) a combination of the Company delivers to actions set forth in the Trustee within 90 days of such Event of Loss: foregoing clauses (1) a written opinion and (2). (b) Any Net Loss Proceeds from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the any Event of Loss that are not applied within 360 days of the Event receipt of Loss; and (2) an Officers’ Certificate certifying that the Company has available from such Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction as described in clause (1), (2) above. Any Net Loss Proceeds that or (3) of this Section 3.14(a), or are not reinvested designated for investment in Subject Property in respect of a project that shall have been commenced or for which binding contractual commitments shall have been entered into, prior to the end of such 360-day period, which project shall not permitted to be reinvested as provided in the first sentence of this covenant will be deemed have been abandoned, shall constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, the The Company will make an offer to purchase Notes (an the “Event of Loss Proceeds Offer”) to all Holders to ), at a purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest if anythereon, to the date of purchase, and will be payable in cash. If any Excess purchase (the “Loss Proceeds remain after consummation of an Event of Offer Amount”). Pursuant to a Loss Proceeds Offer, the Company may use shall purchase from all tendering Holders on a pro rata basis that principal amount of Notes to be purchased equal to such Excess Loss Proceeds. (c) The Company may defer a Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Offer until there is an aggregate amount of Excess Loss Proceeds from one or more Events of Loss equal to or in excess of $10 million. At that time, the entire amount of Excess Loss Proceeds, and not just the amount in excess of $10 million, shall remain be applied as required pursuant to this covenant. Pending application in accordance with this Section 3.14 and subject to Section 12.2, Net Loss Proceeds may be applied to temporarily reduce revolving credit borrowings which can be reborrowed or invested in Cash Equivalents. (d) Each Loss Proceeds Offer Notice will be mailed first class, postage prepaid, to the Lien record Holders as shown on the register of Holders within 20 days following such 360th day, with a copy to the Security DocumentsTrustee offering to purchase the Notes as described above. If Upon receiving a Loss Proceeds Offer Notice, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. (e) On the Loss Proceeds Offer Payment Date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Loss Proceeds Offer; (2) deposit with the Paying Agent funds in an amount equal to the Loss Proceeds Offer Amount in respect of all Notes or portions thereof so tendered; and (3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes tendered pursuant to or portions thereof being purchased by the Company. (f) To the extent Holders which are the subject of a Loss Proceeds Offer properly tender and do not validly withdraw Notes in an Event aggregate amount exceeding the amount of Loss Offer exceeds the Excess Loss Proceeds, the Trustee Company will select purchase the Notes to be purchased on a pro rata basis (based on the amounts tendered). If only a portion of a Note is purchased pursuant to a Loss Proceeds Offer, a new Note in a principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution portion thereof not purchased will be issued in the name of the Board of Directors Holder thereof upon cancellation of the Company set forth in an Officers’ Certificate delivered original Note (or appropriate adjustments to the Trusteeamount and beneficial interests in a Global Note will be made, as appropriate). Notes (or portions thereof) of the assets subject purchased pursuant to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net a Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents Offer will be cancelled and this Indenture and cannot be deposited in the Collateral Account and released therefrom in accordance with Article X. reissued. (g) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase purchase of the Notes pursuant to an Event of a Loss Proceeds Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the “Event of Loss Loss” provisions of this Indenture, the Company will shall comply with the applicable securities these laws and regulations and shall not be deemed to have breached their its obligations under the “Event of Loss Loss” provisions of this Indenture by virtue of such complianceconflict. (h) Upon completion of a Loss Proceeds Offer, the amount of Net Loss Proceeds will be reset at zero. To the extent that the aggregate amount of Notes tendered pursuant to a Loss Proceeds Offer is less than the aggregate amount of Excess Loss Proceeds, the Company may use any remaining Net Loss Proceeds for general corporate purposes of the Company and its Restricted Subsidiaries and such proceeds shall cease to constitute Collateral.

Events of Loss. In Within 360 days after the event receipt of any Net Proceeds from an Event of Loss, the Company (or the affected applicable Restricted Subsidiary of the CompanySubsidiary, as the case may be) may apply such Net Proceeds: (1) to prepay, may repay, redeem or purchase (and reduce the commitments under) any Senior Debt, including Indebtedness under the Bank Credit Facility, and, if the Indebtedness repaid is revolving credit Indebtedness, to the extent required pursuant correspondingly permanently reduce commitments with respect thereto; (2) to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement acquire all or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any substantially all of the Notesassets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company; (3) to make a capital expenditure; and/or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; provided, however, that if the Company delivers or any Restricted Subsidiary contractually commits within such 360-day period to the Trustee apply such Net Proceeds within 90 180 days of such Event of Loss: contractual commitment in accordance with clause (12), (3) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in(4) above, and operated insuch Net Proceeds are subsequently applied as contemplated in such contractual commitment, substantially then the same condition as it existed prior to the requirement for application of Net Proceeds set forth in this paragraph shall be considered satisfied. Any Net Proceeds from an Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds that are not reinvested applied or not permitted to be reinvested invested as provided in the first sentence paragraph of this covenant Section 4.11 will be deemed constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, within five days thereof, the Company will make an offer (an “Event of Loss Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to purchase those set forth in this Indenture with respect to offers to purchase, prepay or redeem the Notes with the proceeds from the Event of Loss in an amount equal sales of assets to purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount amount, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such those Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security DocumentsIndenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered pursuant in (or required to an be prepaid or redeemed in connection with) such Event of Loss Offer exceeds the amount of Excess Loss Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis basis, based on the principal amount amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of Notes tendered$2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). With respect to any Upon completion of each Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 millionOffer, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution amount of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Excess Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and will be deposited in the Collateral Account and released therefrom in accordance with Article X. reset at zero. 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 those laws or and regulations are applicable in connection with the each repurchase of the Notes pursuant to a Change of Control Offer, an Asset Sale Offer or an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of Sections 3.10, 4.10 or 4.16 hereof or this IndentureSection 4.11, the Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under the Event of Loss provisions of Sections 3.10, 4.10 or 4.16 hereof or this Indenture Section 4.11 by virtue of such compliance.

Events of Loss. In (a) Following the event occurrence of an (i) any one or more Events of Loss that occurs during the period commencing on the date hereof and ending on the Closing Date, if the aggregate costs to restore, repair or replace the Assets of the Company subject to such Event of Loss to a condition comparable in all material respects to their condition prior to such Event of Loss, plus the amount of any lost profits reasonably expected to accrue after Closing as a direct result of such Event of Loss, such amount pursuant to this clause (i) to be determined by an independent third-party appraiser mutually selected by the Parties (collectively, “Restoration Costs”) and/or (ii) any one or more Takings that occurs during the period commencing on the date hereof and ending on the Closing Date, if the value of the property subject to such Taking plus the amount of any lost profits reasonably expected to accrue after Closing as a direct result of such Taking, such amount pursuant to this clause (ii) to be determined by an independent third-party appraiser mutually selected by the Parties (collectively, the “Condemnation Value”), is, in the aggregate, less than or equal to $5,000,000 (a “Minor Loss”), Seller will work diligently to complete or cause to be completed the repair, replacement or restoration of the damaged Assets prior to the Closing. In the event Seller completes, or causes to be completed, the repair, replacement or restoration of the damaged Assets prior to the Closing, then Seller shall be entitled to receive and retain an amount of any insurance, condemnation award or other third-party proceeds received by the Company or by Buyer for such event not to exceed the affected Restricted Subsidiary amount of any reasonable and documented costs and expenses incurred by Seller in connection with such repair, replacement or restoration, and, following the satisfactory completion of such repair, as determined in Buyer’s reasonable discretion, Seller shall not be obligated to indemnify, or otherwise have any liability to, Buyer with respect to any breach of any representation, warranty, covenant or agreement made by Seller in or pursuant to this Agreement with respect to any event, fact, circumstance, occurrence or condition giving rise to such Events of Loss and Takings (it being understood, for the avoidance of doubt, that Losses with respect to (x) any Asset that is not the subject of such Events of Loss or (y) any defect arising from Seller’s unsatisfactory repair, replacement or restoration of the Companydamaged Assets, shall not be deemed for this purpose to give rise to such Events of Loss), and no such event, occurrence or condition shall be taken into account in determining whether any of the conditions set forth in Article VII have been satisfied. If Seller is not able to cause the satisfactory restoration, repair or replacement of the Assets affected by a Minor Loss prior to Closing or such Minor Loss is not capable of being restored, repaired or replaced, the provisions of Section 9.01(c) will apply. (b) Subject to the termination right of Buyer and Seller set forth in Section 9.01(d), upon the occurrence of any one or more Events of Loss and/or Takings involving aggregate Restoration Costs and Condemnation Value in excess of $5,000,000 (a “Major Loss”), Seller shall have, in the case of a Major Loss relating solely to one or more Events of Loss and/or Takings, the option, exercised by notice to Buyer, to restore, repair or replace the damaged Assets prior to Closing to a condition comparable in all material respects to their condition prior to such Event of Loss or Taking, as the case may be. If Seller elects to so restore, repair or replace the Assets relating to a Major Loss, which election shall be made by notice to Buyer prior to the Closing Date and as soon as practicable following the occurrence and determination (pursuant to Section 9.01(a)) of the Major Loss, Seller will work diligently to complete or cause to be completed the repair, replacement or restoration of the damaged Assets prior to the Closing, and the Closing Date shall be postponed for an amount of time reasonably necessary to complete the restoration, repair or replacement of such Assets (including, if necessary, the extension of the Outside Date to allow for the restoration, repair or replacement of such Assets, but in no event more than 30 days after such date). If Seller elects not to cause the restoration, repair or replacement of the Assets affected by a Major Loss or such Major Loss is not capable of being restored, repaired or replaced, the provisions of Section 9.01(c) will apply. In the event that Seller so elects to cause the restoration, repair or replacement of the Assets affected by a Major Loss, (i) Seller shall be entitled to utilize any insurance or other third-party proceeds received thereby by the Company or by Seller prior to the Closing, (ii) Seller shall be entitled to receive and retain any insurance or other third-party proceeds (whether received on, prior to or following the Closing) in respect of lost profits for the period through Closing, which (if received following Closing) shall be remitted promptly by Buyer to Seller, (iii) Buyer or the Company shall be entitled to receive and retain any insurance or other third-party proceeds received following the Closing in respect of lost profits for the period following Closing, which shall be remitted promptly to Buyer by Seller if received by Seller, and (iv) any other insurance or other third-party proceeds received by the Company following Closing shall be remitted promptly by Buyer to Seller. (c) Subject to the termination right of Buyer and Seller set forth in Section 9.01(d), in the event that Seller elects not to cause the restoration, repair or replacement of a Minor Loss or a Major Loss, or in the event that Seller, having elected to cause the repair, replacement or restoration of the Minor Loss or Major Loss, fails to cause its completion by the Closing Date or in the event that a Minor Loss or Major Loss is not capable of being restored, repaired or replaced, then the Parties shall, within thirty (30) days following Seller’s election not to cause the restoration, repair or replacement, failure to complete, or the occurrence and determination (pursuant to Section 9.01(a) or Section 9.01(b)) of such Minor Loss or Major Loss, as the case may be, adjust the Base Purchase Price downward by the aggregate Restoration Cost and Condemnation Value, and proceed to Closing, or in the event of a Minor Loss, if the Closing shall have already occurred, then Seller shall pay to Buyer, by wire transfer of immediately available funds to an account designated by Buyer, the amount of such Minor Loss. To assist Buyer in its evaluation of any and all Events of Loss, Seller shall provide Buyer such access to the affected Assets and such information as Buyer may reasonably request in connection therewith. In the event of such adjustment of the Base Purchase Price, (i) Seller shall be entitled to receive and retain any insurance, condemnation award or other third-party proceeds received by the Company or Seller before Closing, (ii) any insurance, condemnation award or other third-party proceeds received by the Company or Buyer following Closing shall be remitted promptly by Buyer to Seller, and (iii) Seller shall not be obligated to indemnify, or otherwise have any liability to, Buyer with respect to any breach of any representation, warranty, covenant or agreement made by Seller in or pursuant to this Agreement with respect to any event, fact, circumstance, occurrence or condition to the extent required pursuant relating to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds or arising from such Event Events of Loss and Takings (it being understood, for the avoidance of doubt, that Losses with respect to any Asset that is not the rebuilding, repair, replacement or construction subject of improvements to the property affected by such Event Events of Loss (the “Subject Property”shall not be deemed for this purpose to relate to or arise from such Events of Loss), with and no concurrent obligation to offer to purchase such event, occurrence or condition shall be taken into account in determining whether any of the Notes; provided, however, conditions set forth in Article VII have been satisfied. (d) In the event that the Company delivers aggregate Restoration Costs and Condemnation Value with respect to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced one or constructed in, and operated in, substantially the same condition as it existed prior to the Event more Events of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in and/or Takings equals an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million20,000,000, then either Buyer or Seller shall have the Company (or the affected Guarantor, as the case may be), shall be required right to receive consideration (i) at least equal terminate this Agreement upon written notice to the fair market value (evidenced by a resolution other party delivered within ten Business Days following the date of the Board determination of Directors such aggregate amount of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss Restoration Costs and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 or regulations are applicable in connection with the repurchase of the Notes Condemnation Value pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such complianceSection 9.01(a).

Events of Loss. In the event of an Event of LossLoss resulting in Net Loss Proceeds in excess of $5.0 million, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”)Loss, with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from applied (or will apply after receipt of any anticipated insurance or similar proceeds) the Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) aboveaccordance with this sentence. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant Section 4.16 will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 10.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders and to the holders of any other Permitted Additional Pari Passu Obligations containing provisions similar to those set forth in this Indenture with respect to events of loss to purchase or redeem repurchase the Notes and such other Permitted Additional Pari Passu Obligations with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes and such other Permitted Additional Pari Passu Obligations that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest interest, if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security DocumentsDocuments and such remaining amount shall not be added to any subsequent Excess Loss Proceeds for any purpose under this Indenture; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes and other Permitted Additional Pari Passu Obligations tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes and the Company or its agent shall select such other Permitted Additional Pari Passu Obligations to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to The Company will comply with Section 3.9 in connection with any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash EquivalentsOffer. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under the Event of Loss provisions of this Indenture by virtue of such compliance.

Events of Loss. In the event of an (a) After any Event of Loss, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such the Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Project, with no obligation to make any purchase of any Notes, provided, that with respect to any Event of Loss that results in Net Loss Proceeds equal to or greater than $100.0 million: (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that 1) the Company delivers to the Trustee within 90 120 days of such Event of Loss: (1) Loss a written opinion from a reputable contractor that the Subject Property Project can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss operating within 360 540 days of the following such Event of Loss; and (2) the Company delivers to the Collateral Trustee within 120 days of such Event of Loss a certificate from an Officers’ Certificate Authorized Officer certifying that the Company applicable entity has available from Net Loss Proceeds or other sources sufficient funds Proceeds, cash on hand, binding equity commitments with respect to funds, anticipated insurance proceeds and/or available borrowings under Indebtedness permitted under this Indenture to complete the rebuilding, repair, replacement or construction described in clause (1) above. above and to pay debt service on its Indebtedness during the repair or restoration period. (b) Any Net Loss Proceeds that are not reinvested (or not permitted to be reinvested as provided in committed for reinvestment by the first sentence Company) within 540 days following an Event of this covenant Loss will be deemed “Excess Loss Proceeds.” When Within 15 days following the date on which the aggregate amount of Excess Loss Proceeds exceeds $20.0 100.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cashaccordance with Section 3.09 hereof. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such those Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and Indenture. Upon completion of each Event of Loss Offer, the Security Documents; provided that any remaining amount of Excess Loss Proceeds shall remain subject to the Lien of the Security Documentswill be reset at zero. If the aggregate principal amount of Notes tendered pursuant to any payment date in connection with an Event of Loss Offer exceeds is on or after an interest record date but on or prior to the Excess Loss Proceedsrelated Interest Payment Date, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to then any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), accrued and unpaid interest shall be required to receive consideration (i) at least equal paid to the fair market value (evidenced by a resolution Person in whose name such Note was registered at the close of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalentsbusiness on such record date. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 those laws or and regulations are applicable in connection with the each repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of Section 3.09 hereof or this IndentureSection 4.19, the Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under Section 3.09 hereof or this Section 4.19 by virtue of such conflict. Pending their application, all Net Loss Proceeds will be invested in Cash Equivalents held in an account in which the Collateral Trustee has a perfected security interest for the benefit of the Holders of Secured Obligations, subject only to Permitted Liens. The Company may withdraw funds from the collateral account upon delivery of a certificate of the Authorized Officers that such funds will be used to pay for or reimburse that entity for either (1) the actual cost of a permitted use of Net Loss Proceeds as provided above or (2) the Event of Loss provisions Offer, in each case pursuant to the terms of the Security Documents. The Company shall grant to the Collateral Trustee, on behalf of the Holders, a security interest, subject only to Permitted Liens, on any property or assets rebuilt, repaired, replaced or constructed with such Net Loss Proceeds on the terms set forth in this Indenture by virtue and the Security Documents. In the event of such compliancean Event of Loss pursuant to clause (3) of the definition of “Event of Loss” with respect to property or assets that have a Fair Market Value (or replacement cost, if greater) in excess of $5.0 million, the Company will be required to receive consideration at least 90% of which is in the form of cash or Cash Equivalents.

Events of Loss. In the event of an Event of LossLoss resulting in Net Loss Proceeds in excess of $5.0 million, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage Mortgage shall) (x) to the extent such Net Loss Proceeds constitute ABL Priority Collateral (as defined in the Credit Agreement), repay ABL Obligations with or reinvest such Net Loss Proceeds in accordance with the ABL Documents, (y) to the extent such Net Loss Proceeds constitute (i) proceeds from an Event of Loss with respect to Real Property or (ii) up to 50% of Net Loss Proceeds from Events of Loss with respect to property and assets (other than Real Property) to purchase, redeem or make one or more offers to purchase Existing Senior Notes, provided that in connection with any prepayment, repayment or purchase of Debt pursuant to this sentence, the Company or such Restricted Subsidiary shall permanently retire and cancel such Existing Senior Notes or (z) otherwise apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (Loss, or the “Subject Property”), cost of purchase or construction of other assets useful in the business of the Company or its Restricted Subsidiaries with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from applied (or will apply within 365 days after receipt of any anticipated insurance or similar proceeds) the Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) aboveaccordance with this sentence. Any Net Loss Proceeds that are not applied or reinvested or not permitted to be applied or reinvested as provided in the first sentence of this covenant Section 4.16 will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 10.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest interest, if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security DocumentsDocuments and such remaining amount shall not be added to any subsequent Excess Loss Proceeds for any purpose under this Indenture; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered, subject to adjustments to maintain authorized denominations. With respect to The Company will comply with Section 3.9 in connection with any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash EquivalentsOffer. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under the Event of Loss provisions of this Indenture by virtue of such compliance.

Events of Loss. In the event of an (a) After any Event of Loss, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such the Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Project, with no obligation to make any purchase of any Notes, provided, that with respect to any Event of Loss that results in Net Loss Proceeds equal to or greater than $100,000,000: (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that 1) the Company delivers to the Trustee within 90 120 days of such Event of Loss: (1) Loss a written opinion from a reputable contractor that the Subject Property Project can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss operating within 360 540 days of the following such Event of Loss; and (2) the Company delivers to the Trustee within 120 days of such Event of Loss a certificate from an Officers’ Certificate Authorized Officer of the Company certifying that the Company applicable entity has available from Net Loss Proceeds or other sources sufficient funds Proceeds, cash on hand, binding equity commitments with respect to funds, anticipated insurance proceeds and/or available borrowings under Indebtedness permitted under Section 4.08 to complete the rebuilding, repair, replacement or construction described in clause (1) above. above and to pay debt service on its Indebtedness during the repair or restoration period. (b) Any Net Loss Proceeds that are not reinvested (or not permitted to be reinvested as provided in committed for reinvestment by the first sentence Company) within 540 days following an Event of this covenant Loss will be deemed “Excess Loss Proceeds.” When Within 15 days following the date on which the aggregate amount of Excess Loss Proceeds exceeds $20.0 million100,000,000, the Company will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss ProceedsOffer in accordance with Section 3.09. The offer price in any Event of Excess Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest and Additional Interest, if any, to to, but excluding, the date of purchase, purchase and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Excess Loss Offer, the Company may use such those Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and Indenture. Upon completion of each Excess Loss Offer, the Security Documents; provided that any remaining amount of Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause reset at zero. (ivc) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 those laws or and regulations are applicable in connection with the each repurchase of the Notes pursuant to an Event of Excess Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of Section 3.09 or this IndentureSection 4.16, the Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under the Event of Loss provisions of Section 3.09 or this Indenture Section 4.16 by virtue of such complianceconflict. (d) If the Trustee, on behalf of the Holders, receives any excess Insurance Proceeds, Condemnation Proceeds or Performance Liquidated Damages applied to the prepayment of Secured Debt and other Obligations as provided in the Common Terms Agreement and this Indenture does not require the Company to make an Excess Loss Offer pursuant to Section 3.09 and this Section 4.16, the Company shall instruct the Trustee to deposit such proceeds in the Construction Account, the Revenue Account or the Operating Account, as applicable, and the Trustee shall be required to make such deposit.

Events of Loss. In the event of (a) If an Event of LossLoss occurs with respect to any Collateral with a Fair Market Value (or replacement cost, if greater) in excess of $5.0 million, the Company or the affected Restricted Subsidiary of the CompanyGuarantor, as the case may be, may (and to the extent required pursuant to the terms of apply any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss Property (the “Subject Property”), with no concurrent obligation to offer to make any purchase of any of the Notes; provided, however, that Notes if the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially operating within 365 days from the same condition as it existed prior to the Event date of Loss within 360 days of the Event of Losssuch opinion; and (2) an Officers’ Certificate certifying that the Company or the affected Subsidiary Guarantor has available from Net Loss Proceeds (including amounts collectible from the applicable insurance carrier) or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. . (b) Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant Section 4.23 will be deemed “Excess Loss Proceeds.” When Within ten days following the date that the aggregate amount of Excess Loss Proceeds received by the Company or the applicable Subsidiary Guarantor exceeds $20.0 10.0 million, the Company will make an offer offer, on a pro rata basis (an “Event of Loss Offer”) ), to all Holders of Notes to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes and First Priority Term Loans (and, to the extent required by the terms of any agreement governing other Permitted First Priority Obligations, pro rata to such other Permitted First Priority Obligations) that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the purchase date (subject to the right of purchase, and will be payable in cashHolders of record on the relevant record date to receive interest due on the relevant Interest Payment Date). If any Excess Loss Proceeds remain after consummation of any purchase contemplated by an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that . Upon completion of any remaining such Event of Loss Offer, the amount of Excess Loss Proceeds shall remain subject be reset to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to zero. (c) In connection with any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 millionOffer, the Company (or shall send a written notice, by first-class mail, to the affected GuarantorHolders of Notes, accompanied by such information regarding the Company and its Subsidiaries as the case may be), shall be required Company in good faith believes will enable such Holders to receive consideration (i) at least equal make an informed decision with respect to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the such Event of Loss Offer. Such notice shall state, among other things, the purchase price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed. (iid) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. The Company will comply comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of 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 Event of Loss Offerthis Section 4.23. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this IndentureSection 4.23, the Company will comply with the applicable securities laws and regulations and shall not will be deemed not to have breached their its obligations under this Section 4.23 by virtue thereof. (e) On or before the purchase date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes and First Priority Term Loans (and, if applicable, other Permitted First Priority Obligations) or portions thereof tendered pursuant to the Event of Loss provisions Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers’ Certificate stating that such securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Indenture by virtue of such complianceSection 4.

Events of Loss. (a) In the event of an Event of Loss, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property Notes Priority Collateral affected by such Event of Loss (the “Subject Property”)Loss, with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee Trustee, within 90 days of receipt of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuiltNet Loss Proceeds, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from such Net Loss Proceeds or other sources sufficient funds to complete the such rebuilding, repair, replacement or construction described in clause construction. (1b) above. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first previous sentence of this covenant will be deemed to be “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 millionmillion (the “Event of Loss Offer Trigger Date”), within thirty days thereof, or earlier at the option of the Company, the Company will make an offer (an “Event of Loss Offer”) to all Holders and to the holders of any Permitted Additional Pari Passu Obligations to the extent required by the terms thereof to purchase or redeem the Notes with the proceeds from the Event of Loss and such Permitted Additional Pari Passu Obligations in an amount equal to the maximum principal amount of Notes thereof that may be purchased out of the Excess Loss Proceeds. The offer price in any Proceeds (the “Event of Loss Offer will be Amount”) on a date (the “Event of Loss Offer Payment Date”) not less than 30 nor more than 45 days following the applicable Event of Loss Offer Trigger Date, from all Holders (and holders of any such Permitted Additional Pari Passu Obligations) equal to the Event of Loss Offer Amount at a price equal to 100% of the principal amount of the Notes (and Permitted Additional Pari Passu Obligations) to be purchased, plus accrued and unpaid interest if anythereof, to but not including the date of purchase. (c) Each Event of Loss Offer will be mailed by the Company to the record Holders as shown on the register of Holders within 30 days following the Event of Loss Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in this Indenture. The notice to the Holders shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Event of Loss Offer. Such notice shall state: (1) that the Event of Loss Offer is being made pursuant to this Section 4.12 and that (subject to the provisions hereof) all Notes tendered will be payable accepted for payment; (2) the purchase price (including the amount of accrued and unpaid interest, if any) and the purchase date (which shall be the Event of Loss Offer Payment Date); (3) that any Note not tendered will continue to accrue interest; (4) that, unless the Company defaults in making payment therefor, any Note accepted for payment pursuant to the Event of Loss Offer shall cease to accrue interest after the Event of Loss Offer Payment Date; (5) that Holders electing to have a Note purchased pursuant to an Event of Loss Offer will be required to surrender the Note, with the form entitled “Option of Holder To Elect Purchase” on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Event of Loss Offer Payment Date; (6) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than 5:00 p.m., New York City time, on the second Business Day preceding the Event of Loss Offer Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (7) that Holders whose Notes are purchased only in part shall be issued new Notes in a principal amount equal to the unpurchased portion of the Notes surrendered; provided, however, that each new Note issued shall be in an original principal amount of $2,000 or an integral multiples of $1,000 in excess thereof; and (8) the circumstances and relevant facts regarding such Event of Loss Offer. Upon receiving notice of the Event of Loss Offer, Holders may elect to tender their Notes in whole or in part in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof (except that no partial purchase will be permitted that would result in a Note having a remaining principal amount of less than $2,000) in exchange for cash. To the extent Holders properly tender Notes and holders of Permitted Additional Pari Passu Obligations properly tender such Permitted Additional Pari Passu Obligations in an amount exceeding the Excess Loss Proceeds, the tendered Notes and Permitted Additional Pari Passu Obligations will be purchased on a pro rata basis based on the aggregate amounts of Notes and Permitted Additional Pari Passu Obligations tendered (and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis based on the amount of Notes tendered). An Event of Loss Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. If any Excess Loss Proceeds remain after consummation of an any Event of Loss Offer, the Company may use such those Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any such remaining Excess Loss Proceeds shall remain subject to the Lien of the Security DocumentsDocuments and shall continue to constitute Trust Monies. If the aggregate principal amount Upon completion of Notes tendered pursuant to an each Event of Loss Offer exceeds Offer, the amount of Excess Loss Proceeds, the Trustee Proceeds will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tenderedreset at zero. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 or and regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this IndentureSection 4.12, the Company will shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under the Event of Loss provisions of this Indenture Section 4.12 by virtue of such compliancethereof.

Events of Loss. In (a) If Revel or any of the event Restricted Subsidiaries experiences an Event of an Loss after the Opening Date (any such Event of Loss, a “Post Opening Event of Loss”), then within 540 days after the Company receipt of any Net Loss Proceeds from such Post Opening Event of Loss, Revel (or the affected applicable Restricted Subsidiary of the CompanySubsidiary, as the case may be) may, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) at its option, apply the such Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Lossto: (1) a written opinion from a reputable contractor that the Subject Property can be rebuiltrebuild, repairedrepair, replaced replace or constructed in, and operated in, substantially the same condition as it existed prior construct improvements to the Event of Loss within 360 days of the Event of Loss; andProject; (2) an Officers’ Certificate certifying repay, repurchase or redeem senior secured Indebtedness of Revel or any Restricted Subsidiary that is secured by Liens equal or senior in priority to the Company has available from Liens securing the Notes and/or the Note Guarantees and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly permanently reduce the commitments with respect to that Indebtedness; (3) make a capital expenditure, improve real property or acquire long-term assets that are Permitted Business Assets; provided that to the extent the Net Loss Proceeds being applied are from a Post-Opening Event of Loss of an asset that was Collateral securing the Notes or other sources sufficient funds a Note Guarantee, the assets acquired with such Net Loss Proceeds shall be pledged as Collateral securing the Notes or a Note Guarantee and shall not constitute Excluded Assets (notwithstanding that such assets may be of a type that would otherwise constitute Excluded Assets); provided further that if the assets that were the subject of such Post-Opening Event of Loss were Excluded Assets or did not otherwise constitute Collateral, the assets acquired shall not be required to complete be pledged as Collateral; (4) enter into a binding commitment to take, within 12 months after the rebuildingdate of such commitment, repairany of the actions in the foregoing clauses (1), replacement (2) or construction described (3); or (5) any combination of the actions listed in clause the foregoing clauses (1) abovethrough (4). (b) The ability of Revel or any Restricted Subsidiary to repair or restore any of the Collateral following an Event of Loss that occurs with respect to the Collateral on or prior to the Opening Date (any such Event of Loss, a “Pre-Opening Event of Loss”), will be governed by the Credit Agreement and the Disbursement Agreement. Any Net Loss Proceeds that are not reinvested or (a) in the case of a Pre-Opening Event of Loss, not permitted to be used to repair or restore the Collateral pursuant to the Disbursement Agreement and (b) in the case of a Post-Opening Event of Loss, not applied or reinvested as provided in the first sentence of this covenant will Section 4.16(a), shall be deemed “Excess Loss Proceeds.” When Within 30 days following the date on which the aggregate amount of Excess Loss Proceeds exceeds $20.0 50.0 million, the Company Revel will make an offer (an “Event of Loss Offer”) to all Holders of Notes to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount (or accreted value, as applicable) of the Notes that may be purchased out of the amount of Excess Loss Proceeds. To the extent that the aggregate principal amount (or accreted value, as applicable) of Notes tendered into the Event of Loss Offer is less than the principal amount (or accreted value, as applicable) of Notes offered to be purchased in the Event of Loss Offer, Revel and its Restricted Subsidiaries may use those remaining Excess Loss Proceeds for any purpose not otherwise prohibited hereby. If the aggregate principal amount (or accreted value, as applicable) of Notes tendered into the Event of Loss Offer exceeds the amount of Excess Loss Proceeds, the Trustee will select such Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by Revel so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess of $2,000, will be purchased, other than any PIK Notes) or otherwise pursuant to Section 3.02, as applicable. Upon completion of each Event of Loss Offer, the amount of Excess Loss Proceeds will be reset at zero. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest interest, if any, to but not including the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation Upon completion of an each Event of Loss Offer, the Company may use such amount of Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documentswill be reset at zero. If the aggregate principal amount of Notes tendered pursuant to an payment date in connection with a Event of Loss Offer exceeds is on or after an interest record date and on or before the Excess associated interest payment date, any accrued and unpaid interest, if any, due on such interest payment date will be paid to the Person in whose name a Note is registered at the close of business on such record date, and such interest will not be payable to holders who tender Notes pursuant to such Event of Loss Offer. Pending the final application of any Net Loss Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value Revel (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantorsuch Restricted Subsidiary, as the case may be)) may, shall be required to receive consideration at its option, (i1) at least equal to apply the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received to temporarily reduce amounts outstanding under any senior secured revolving credit Indebtedness of Revel or any Restricted Subsidiary, (2) invest the Net Loss Proceeds in respect Cash Equivalents, which will be subject to a first priority security interest (subject to Permitted Liens and the terms of Collateral the Intercreditor Agreement) in favor of the Trustee, on behalf of the Holders of Notes, as security for the Notes or (3) otherwise invest or apply the Net Loss Proceeds in any manner that is not prohibited. Revel shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 these laws or and regulations are applicable in connection with the each repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event provisions of Loss provisions Section 3.10 and this Section 4.16 of this Indenture, the Company Revel will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under the Event of Loss provisions of Section 3.10 or this Indenture Section 4.16 by virtue of such compliance.

Events of Loss. (a) In the event of an Event of Loss with respect to any Collateral with a fair market value (or replacement cost, if greater, if insured for their full replacement cost) equal to or less than $1,000,000, the Issuer or Guarantor, at their option, may apply the Net Loss Proceeds to purposes determined by Issuer, so long as such application does not violate this Indenture. In the event of an Event of Loss with respect to any Collateral with a fair market value (or replacement cost, if greater, if insured for their full replacement cost) in excess of $1,000,000, within 180 days after the receipt of the Net Loss Proceeds of such Event of Loss, the Company Issuers or the affected Restricted Subsidiary of the Companysuch Guarantor, as the case may beat their option, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss Loss, (1) to the rebuilding, repair, replacement repair or construction of improvements to the property affected by such Event of Loss Collateral (the “Subject Property”)) or to the investment in Replacement Assets, with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of if such Event of Loss: Loss occurs with respect to Collateral with a fair market value in excess of $2,000,000, the Issuers deliver (1A) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss operating within 360 days from the receipt of the Net Loss Proceeds of such Event of Loss; and and (2B) an Officers’ Certificate certifying that the Company Issuers or the affected Guarantor has available from Net Loss Proceeds (including amounts collectible from the applicable insurance carrier) or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in this clause (1); provided, also that any improvements to the Subject Property or Replacement Assets acquired with any Net Loss Proceeds of Collateral shall be owned by the Issuers or by a Guarantor and shall not be subject to any Liens other than Permitted Liens, and the Issuers or such Guarantor, as the case may be, shall execute and deliver to the Collateral Agent such Security Documents or other instruments as shall be reasonably necessary to cause such improvements or Replacement Assets to become subject to a Lien in favor of the Collateral Agent, for the benefit of the Holders and the Tranche B Lender, securing the obligations under the Notes or the Guarantees, and the Senior Debt Credit Agreement, the Refinanced Debt and the Working Capital Facility, as the case may be, and otherwise shall comply with the terms of this Indenture and the Intercreditor Agreement; or (2) aboveif permitted by the Intercreditor Agreement, to the repayment of the Tranche A Loan under the Senior Debt Credit Agreement or any other Senior Debt secured by a Permitted Lien on the Collateral subject to the Event of Loss in an amount up to the Net Loss Proceeds with respect to such Collateral and, if such Senior Debt is revolving credit Indebtedness (other than the Working Capital Facility), to correspondingly reduce commitments with respect thereto, in each case with no concurrent obligation to make any purchase or redemption of any Notes; provided that if, within such 180-day period, the Company or applicable Restricted Subsidiary has entered into a definitive, binding agreement on commercially reasonable terms negotiated on an arms-length basis to apply such Net Loss Proceeds to the purchase or construction of assets permitted in this paragraph (a), then the Company may extend such 180-day period for up to an additional 180 days. The Issuers shall promptly notify the Trustee upon entry by the Company or a Restricted Subsidiary of such an agreement. (b) Any Net Loss Proceeds that are not reinvested invested or not permitted to be reinvested as applied within the time period specified in clause (a) above for the purposes provided in the first sentence of this covenant such clause (a) will be deemed to constitute “Excess Loss Proceeds.” When Amount”. Within 25 days following the aggregate amount Event of Excess Loss Trigger Date, or such earlier date, if any, as the Board of Directors of Xxxxxx Publishing determines not to apply the Net Loss Proceeds exceeds $20.0 millionrelating to such Event of Loss as set forth in paragraph (a) of this Section 4.21, then within 30 days following such determination (but in no event later than 25 days following the Event of Loss Trigger Date), the Company Issuers will make an offer to all Holders and the Tranche B Lender (an “Event of Loss Offer”) ), to all Holders to reduce the balance of the Tranche B Loan and purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes Notes, on a pro rata basis, that may be reduced and purchased out of the Excess Loss Proceeds. The offer price Amount at a Purchase Price in any Event of Loss Offer will be cash in an amount equal to 100101% of the principal amount plus accrued and unpaid interest if any, to the date fixed for the closing of purchasesuch offer, in accordance with the procedures set forth in Section 3.10. To the extent that the offer price for the aggregate amount of Notes tendered and will be payable in cash. If any Excess Loss Proceeds remain after consummation for the reduction of the Tranche B Loan pursuant to an Event of Loss Offer, Offer is less than the Company may use such Excess Loss Proceeds Amount, such remaining Excess Loss Amount shall be released to the Issuers for use for any purpose not otherwise prohibited by purposes, subject to any other applicable conditions and covenants in this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the offer price for the aggregate principal amount of Notes tendered and for the reduction of the Tranche B Loan pursuant to an Event of Loss Offer exceeds the amount of Excess Loss ProceedsAmount, the Trustee will shall select the Notes to be purchased on a pro rata basis in authorized denominations based on the aggregate principal amount of the Notes so tendered. With respect to Upon completion of any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 millionOffer, the Company (or the affected Guarantor, as the case may be), amount of Excess Loss Amount shall be required to receive consideration reset at zero. (ic) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. The Company 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 Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this the Indenture, the Company Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under described in the Event of Loss provisions of this Indenture by virtue thereof. (d) In the event of such complianceany conflict between this Section 4.21 and any Security Document, this Section 4.21 shall control; provided, that to the extent this Section 4.21 conflicts with the Intercreditor Agreement, the Intercreditor Agreement shall control.

Events of Loss. In the event of an Event of LossLoss with respect to any Collateral, the Company or the affected Restricted Subsidiary of the CompanyGuarantor, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) will apply the Net Loss Proceeds from such Event of Loss Loss, within 90 days after receipt, at its option: (1) to the rebuilding, repair, replacement or construction of improvements to the affected property affected by such Event of Loss (the “"Subject Property”"), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; andor (2) an Officers’ Certificate certifying to make capital expenditures with respect to Collateral or to acquire properties or assets that will constitute Collateral and be used or useful in the Permitted Business of the Company has available from or any of its Restricted Subsidiaries; provided that if during such 90-day period the Company or a Restricted Subsidiary enters into a definitive agreement committing it to apply such Net Loss Proceeds or other sources sufficient funds to complete in accordance with the rebuilding, repair, replacement or construction described in requirements of clause (1) aboveor (2) or if the application of such Net Loss Proceeds is part of a project authorized by the Board of Directors of the Company in good faith that will take longer than 90 days (but in no event longer than 270 days in the aggregate) to complete, and such project has begun, such 90-day period will be extended with respect to the amount of Net Loss Proceeds so committed until required to be paid in accordance with such agreement (or, if earlier, until termination of such agreement) or until completion of such project, as the case may be. Pending the final application of any Net Loss Proceeds, the Company or any Restricted Subsidiary shall deposit such Net Loss Proceeds in the Collateral Account. Any Net Loss Proceeds from an Event of Loss that are not reinvested applied or not permitted to be reinvested invested as provided in the first sentence of this covenant the preceding paragraph will be deemed “to constitute "Excess Loss Proceeds.” " When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million5.0 million (such date, the "Loss Proceeds Offer Trigger Date"), the Company will make an offer (an “Event of Loss Offer”) to all Holders and the holders of any Senior Secured Indebtedness the terms of which require that an offer be made to all holders of such Senior Secured Indebtedness (a "Loss Proceeds Offer") to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes (and Senior Secured Indebtedness) that may be purchased out of the such Excess Loss Proceeds. The Proceeds (the "Loss Proceeds Offer Amount"), at an offer price in any Event of Loss Offer will be cash in an amount equal to 100% of the their principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchasepurchase (subject to the right of Holders of record on a record date to receive interest and Additional Interest, and will if any, on the relevant interest payment date in accordance with the procedures set forth in this Indenture). If the aggregate principal amount of Notes surrendered by Holders exceeds the Excess Loss Proceeds to be payable used to purchase Notes, the Trustee shall select the Notes to be purchased on a pro rata basis. Notwithstanding anything to the contrary in cashthe foregoing, the Company may commence a Loss Proceeds Offer prior to the expiration of 270 days after the occurrence of an Event of Loss. If any Excess Loss Proceeds remain after the consummation of an Event of any Loss Proceeds Offer, the Company may use such those Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security DocumentsIndenture. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of a Loss Proceeds Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under the Event of Loss provisions of this Indenture Section 4.19 by virtue of such compliancethereof.

Events of Loss. (a) In the event of an Event of Loss, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “"Subject Property”"), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that that: (1) the Company delivers to the Trustee within 90 days of such Event of Loss: (1) Loss a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ ' Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or of construction described in clause (1) above. . (b) Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence subsection (a) of this covenant will Section 4.16 shall be deemed “"Excess Loss Proceeds.” When " On the first date on which the aggregate amount of Excess Loss Proceeds exceeds $20.0 million5,000,000 (the "Event of Loss Offer Trigger Date"), the Company will shall make an offer (an “"Event of Loss Offer”") to all Holders to purchase or redeem the Notes with the proceeds from the Event of Events of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will shall be equal to 100% of the principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will shall be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Collateral Documents; provided that any remaining Excess Net Loss Proceeds shall remain subject to the Lien of the Security Collateral Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will trustee shall select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect . (c) If the Company is required to any make an Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 millionOffer, the Company (or shall mail, within 30 days following the affected GuarantorEvent of Loss Offer Trigger Date, as an unconditional notice to the case may be), Holders. Such notice shall be required sent by first-class mail, postage prepaid, to receive consideration the Trustee and to each Holder, at the address appearing in the register maintained by the Registrar of the Notes, and shall state: (i1) that the Event of Loss Offer is being made pursuant to this Section 4.16; (2) that such Holders have the right to require the Company to apply the Excess Loss Proceeds to repurchase such Notes at least a purchase price in cash equal to the fair market value (evidenced by a resolution 100% of the Board of Directors of the Company set forth in an Officers’ Certificate delivered principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the Trusteepurchase date which shall be no earlier than 30 days and not later than 60 days from the date such notice is mailed (the "Excess Loss Proceeds Payment Date"); (3) of the assets subject that any Note not tendered or accepted for payment shall continue to accrue interest; (4) that any Notes accepted for payment pursuant to the Event of Loss and (ii) at least 85% of which is in Offer shall cease to accrue interest after the form of cash or Eligible Cash Equivalents. Any Net Excess Loss Proceeds received in respect of Collateral shall constitute Collateral under Payment Date; (5) that Holders accepting the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder offer to the extent such laws or regulations are applicable in connection with the repurchase of the have their Notes purchased pursuant to an Event of Loss Offer. To Offer shall be required to surrender the extent Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Excess Loss Proceeds Payment Date; (6) that the provisions Holders shall be entitled to withdraw their acceptance of any applicable securities laws or regulations conflict with the Event of Loss provisions Offer if the Paying Agent receives, not later than the close of this Indenturebusiness on the third Business Day preceding the Excess Loss Proceeds Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Notes purchased; (7) that if the aggregate principal amount of Notes surrendered by Holders exceeds the amount of Excess Loss Proceeds, the Company will comply shall select the Notes to be purchased on a pro rata basis (with the applicable securities laws and regulations and shall not such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000 or integral multiples thereof, shall be purchased); (8) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to have breached their obligations under the unpurchased portion of the Notes surrendered; provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof; (9) the calculations used in determining the amount of Excess Loss Proceeds to be applied to the purchase of such Notes; (10) any other procedures that a Holder must follow to accept an Event of Loss provisions of this Indenture by virtue Offer or effect withdrawal of such complianceacceptance; and (11) the name and address of the Paying Agent.

Events of Loss. In the event of an (a) After any Event of Loss, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such the Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Project, with no obligation to make any purchase of any Notes, provided, that with respect to any Event of Loss that results in Net Loss Proceeds equal to or greater than $100.0 million: (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that 1) the Company delivers to the Trustee within 90 120 days of such Event of Loss: (1) Loss a written opinion from a reputable contractor that the Subject Property Project can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss operating within 360 540 days of the following such Event of Loss; and (2) the Company delivers to the Collateral Trustee within 120 days of such Event of Loss a certificate from an Officers’ Certificate Authorized Officer certifying that the Company applicable entity has available from Net Loss Proceeds or other sources sufficient funds Proceeds, cash on hand, binding equity commitments with respect to funds, anticipated insurance proceeds and/or available borrowings under Indebtedness permitted under this Indenture to complete the rebuilding, repair, replacement or construction described in clause (1) above. above and to pay debt service on its Indebtedness during the repair or restoration period. (b) Any Net Loss Proceeds that are not reinvested (or not permitted to be reinvested as provided in committed for reinvestment by the first sentence Company) within 540 days following an Event of this covenant Loss will be deemed “Excess Loss Proceeds.” When Within 15 days following the date on which the aggregate amount of Excess Loss Proceeds exceeds $20.0 100.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cashaccordance with Section 3.09 hereof. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such those Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and Indenture. Upon completion of each Event of Loss Offer, the Security Documents; provided that any remaining amount of Excess Loss Proceeds shall remain subject to the Lien of the Security Documentswill be reset at zero. If the aggregate principal amount of Notes tendered pursuant to any payment date in connection with an Event of Loss Offer exceeds is on or after an interest record date but on or prior to the Excess Loss Proceedsrelated Interest Payment Date, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to then any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), accrued and unpaid interest shall be required to receive consideration (i) at least equal paid to the fair market value (evidenced by a resolution Person in whose name such Note was registered at the close of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalentsbusiness on such record date. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 those laws or and regulations are applicable in connection with the each repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of Section 3.09 hereof or this IndentureSection 4.19, the Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under Section 3.09 hereof or this Section 4.19 by virtue of such conflict. Pending their application, all Net Loss Proceeds will be invested in Cash Equivalents held in an account in which the Collateral Trustee has a perfected security interest for the benefit of the holders of Secured Obligations, subject only to Permitted Liens. The Company may withdraw funds from the collateral account upon delivery of a certificate of the Authorized Officers that such funds will be used to pay for or reimburse that entity for either (1) the actual cost of a permitted use of Net Loss Proceeds as provided above or (2) the Event of Loss provisions Offer, in each case pursuant to the terms of the Security Documents. The Company shall grant to the Collateral Trustee, on behalf of the Holders, a security interest, subject only to Permitted Liens, on any property or assets rebuilt, repaired, replaced or constructed with such Net Loss Proceeds on the terms set forth in this Indenture by virtue and the Security Documents. In the event of such compliancean Event of Loss pursuant to clause (3) of the definition of “Event of Loss” with respect to property or assets that have a Fair Market Value (or replacement cost, if greater) in excess of $5.0 million, the Company will be required to receive consideration at least 90% of which is in the form of cash or Cash Equivalents.

Events of Loss. (a) In the event case of an Event of LossLoss with respect to any Notes Collateral, the Company or the affected Restricted Subsidiary of the CompanyGuarantor, as the case may be, may (and to shall, within 450 days after receipt of the extent required pursuant to the terms of any lease encumbered by a mortgage shall) Net Loss Proceeds, apply the Net Loss Proceeds from such Event of Loss at its option: (1) to permanently reduce Obligations under the Notes and/or Permitted Additional Pari Passu Obligations, in each case, of the Company or any Subsidiary Guarantor and, in the case of Obligations under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto (other than Obligations owed to the rebuildingCompany or a Restricted Subsidiary); provided that if the Company or any Subsidiary Guarantor shall so reduce Obligations under any Permitted Additional Pari Passu Obligations, repairthe Company or such Subsidiary Guarantor will, replacement either (x) equally and ratably, reduce Obligations under the Notes by, at its option, (A) redeeming Notes if the Notes are then redeemable as provided under Section 1101 or construction of improvements (B) purchasing Notes through open market purchases (to the property affected by extent such Event purchases are at a price equal to or higher than 100% of the principal amount thereof) in a manner that complies with this Indenture and applicable securities law or (y) make an offer (in accordance with the procedures for a Loss Proceeds Offer set forth in Section 1020(c)) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest, if any, on the principal amount of Notes to be repurchased; or (2) to make an investment in (A) any one or more businesses; provided that such investment in any business is in the “Subject Property”form of the acquisition of Capital Stock and results in the Company or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary; provided further that such Capital Stock constitutes Notes Collateral, (B) properties that constitute Notes Collateral, (C) capital expenditures on or related to assets that constitute Notes Collateral and (D) acquisitions of other assets that constitute Notes Collateral, that in each of subclause (A), with no concurrent obligation to offer to purchase any (B), (C) and (D) of this clause (2), are used or useful in a Similar Business or replace the Notes; providedbusinesses, however, properties and assets that are the Company delivers to the Trustee within 90 days subject of such Event of Loss:; or (13) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days any combination of the Event of Loss; andforegoing. (2b) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds from any Event of Loss that are not reinvested invested or not permitted to be reinvested as provided applied in accordance with the first sentence foregoing clause (a) within 450 days from the date of this covenant the receipt of such Net Loss Proceeds will be deemed to constitute “Excess Loss Proceeds”; provided that if during such 450-day period the Company or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Loss Proceeds to the making of investments set forth in Section 1020(a)(2) after such 450th day, such 450-day period will be extended with respect to the amount of Net Loss Proceeds so committed until such Net Loss Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement).” (c) When the aggregate amount of Excess Loss Proceeds exceeds $20.0 35.0 million, the Company will shall make an offer (an “Event of Loss Offer”) to all Holders and, if required by the terms of any Permitted Additional Pari Passu Obligations, to the holders of such Permitted Additional Pari Passu Obligations (other than with respect to Hedging Obligations) (a “Loss Proceeds Offer”), to purchase or redeem the maximum aggregate principal amount of Notes with the proceeds from the Event of Loss and such Permitted Additional Pari Passu Obligations that is in an amount equal to the maximum principal amount of Notes at least $2,000 that may be purchased out of the Excess Loss Proceeds. The Proceeds at an offer price in any Event of Loss Offer will be cash in an amount equal to 100% of the principal amount thereof (or, in the event such Permitted Additional Pari Passu Obligations were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest interest, if any, to the date fixed for the closing of purchasesuch offer, and will be payable in cashaccordance with the procedures set forth in this Indenture. If The Company shall commence a Loss Proceeds Offer with respect to Excess Loss Proceeds within ten Business Days after the date that Excess Loss Proceeds exceed $35.0 million by mailing or electronically sending the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. The Company may satisfy the foregoing obligations with respect to any Excess Loss Proceeds remain after consummation of from an Event of Loss Offerby making a Loss Proceeds Offer with respect to such Excess Loss Proceeds prior to the expiration of the relevant 450 days (or such longer period provided above) or with respect to Excess Loss Proceeds of $35.0 million or less. (d) To the extent that the aggregate amount of Notes and such Permitted Additional Pari Passu Obligations tendered pursuant to a Loss Proceeds Offer is less than the Excess Loss Proceeds, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain for general corporate purposes, subject to the Lien of the Security Documentsother covenants contained in this Indenture. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer or the Permitted Additional Pari Passu Obligations surrendered by such holders thereof exceeds the amount of Excess Loss Proceeds, the Trustee will select shall select, or cause to be selected, the Notes and such Permitted Additional Pari Passu Obligations to be purchased on a pro rata basis based on on, at the election of the Company, the accreted value or principal amount of the Notes or such Permitted Additional Pari Passu Obligations tendered. With respect Upon completion of any such Loss Proceeds Offer, the amount of Excess Loss Proceeds related to such Loss Proceeds Offer shall be reset at zero, and in the case of a Loss Proceeds Offer being effected in advance of being required to do so by this Indenture, the amount of Net Loss Proceeds the Company is offering to apply in such Loss Proceeds Offer shall be excluded in subsequent calculations of Excess Loss Proceeds. (e) Pending the final application of any Event of Excess Loss Proceeds pursuant to clause (iv) this Section 1020 and in a manner that is otherwise permitted by this Indenture, when the amount of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of any Excess Loss Proceeds exceeds $20.0 10 million, the Company (or the affected Guarantorapplicable Subsidiary Guarantor shall deposit such Excess Loss Proceeds into the Collateral Account; provided that upon the occurrence and during the continuance of a Default, as the case may be), all such Excess Loss Proceeds shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss deposited into and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited remain in the Collateral Account pending the final application of any Excess Loss Proceeds pursuant to this Section 1020 and released therefrom in accordance with Article X. a manner that is otherwise permitted by this Indenture. (f) The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of a Loss Proceeds Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under described in this Indenture by virtue thereof. (g) If the Company is repurchasing less than all of the Notes at any time, the Company shall select the Notes to be repurchased (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Notes are listed or (b) if such Notes are not so listed, on a pro rata basis to the extent practicable; provided that no Notes of $2,000 or less shall be repurchased in part. (h) Within 30 days after the Company becomes obligated to make a Loss Proceeds Offer, the Company shall send notice of that Loss Proceeds Offer electronically or by first class mail, with a copy to the Trustee, to each Holder to the address of that Holder appearing in the security register of Holders, or otherwise in accordance with the procedures of the Depository with a copy to the Trustee, with the following information: (1) a Loss Proceeds Offer is being made pursuant to this Section 1020, the total amount of the Loss Proceeds Offer, and that all Notes properly tendered pursuant to the Loss Proceeds Offer shall be accepted for payment, subject to prorating if the aggregate principal amount of Notes tendered is greater than the amount of the Loss Proceeds Offer, as contemplated by Section 1020(d); (2) the purchase price and the purchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is delivered (the “Event of Loss Payment Date”); (3) any Note not properly tendered shall remain outstanding and continue to accrue interest; (4) unless the Company defaults in the payment of the Loss Proceeds Offer, all Notes accepted for payment pursuant to the Loss Proceeds Offer shall cease to accrue interest on the Event of Loss provisions Payment Date; (5) Holders electing to have any Notes purchased pursuant to a Loss Proceeds Offer shall be required to surrender the Notes, with the form entitled “Option of this Indenture Holder to Elect Purchase” on the reverse of the Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Event of Loss Payment Date; (6) Holders shall be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes; provided that the paying agent receives, not later than the close of business on the last day of the offer period, an electronic transmission, facsimile transmission, or letter setting forth the name of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; and (7) Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. (i) While the Notes are in global form and the Company makes a Loss Proceeds Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to its rules and regulations. (j) On the Event of Loss Payment Date, the Company shall, to the extent permitted by virtue law, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Loss Proceeds Offer, (2) deposit with the Paying Agent an amount equal to the aggregate payment of the Loss Proceeds Offer, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officers’ Certificate stating that such complianceNotes or portions thereof have been tendered to and purchased by the Company. (k) The Paying Agent shall promptly mail to each Holder the payment for such Notes in respect of the Loss Proceeds Offer, and the Trustee shall promptly authenticate and mail to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall publicly announce the results of the Loss Proceeds Offer on or as soon as practicable after the Event of Loss Payment Date. Subject to any laws relating to abandoned property, the Paying Agent, if not the Company, shall return to the Company any cash that remains unclaimed, together with interest, if any, thereon, held by the Paying Agent for the payment of the amount required pursuant to the Loss Proceeds Offer. The Trustee shall have no requirement to invest any such cash unless directed by the Company in writing and such investment shall be mutually acceptable to the Trustee and the Company.

Events of Loss. In the event of an Event of Loss, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”)) whether such rebuilding, repair, replacement or construction occurs before or after receipt by the Company of the Net Loss Proceeds, with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 365 days of the Event of Loss; and (2) an Officers’ Officer’s Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant Section 4.16 will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 25.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders and to the holders of any other Permitted Additional Pari Passu Obligations containing provisions similar to those set forth in this Indenture with respect to events of loss to purchase or redeem repurchase the Notes and such other Permitted Additional Pari Passu Obligations with the proceeds from the Event of Loss in an amount equal to the maximum Accreted Value of Notes and principal amount or, if different, accreted value of Notes such other Permitted Additional Pari Passu Obligations that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the Accreted Value of the Notes (and 100% of the principal amount or, if different, the accreted value of any Permitted Additional Pari Passu Obligations) plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security DocumentsDocuments and such remaining amount shall not be added to any subsequent Excess Loss Proceeds for any purpose under this Indenture; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate Accreted Value of the Notes and principal amount or, if different, accreted value of Notes other Permitted Additional Pari Passu Obligations tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes and such other Permitted Additional Pari Passu Obligations to be purchased on a pro rata basis based on the principal amount of Notes or, if different, accreted value tendered. With respect to any Any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall Offer will be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom conducted in accordance with Article X. the procedures specified in Section 3.9. 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 or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this IndentureSection 4.16, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture Section 4.16 by virtue of such compliance.

Events of Loss. (a) In the event of an Event of LossLoss with respect to any Collateral, the Company or the affected Restricted Subsidiary of the CompanyGuarantor, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) shall apply the Net Loss Proceeds from such Event of Loss Loss, within 365 days after receipt, at its option to (1) the prepayment or repayment of any First Priority Lien Obligations, (2) the rebuilding, repair, replacement or construction of improvements to the affected property affected by such Event or (3) make capital expenditures with respect to Collateral or to acquire properties or assets that will constitute Collateral and be used or useful in the business of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase Company or any of its Restricted Subsidiaries. Pending the Notes; providedfinal application of any Net Loss Proceeds, however, that the Company delivers to the Trustee within 90 days of or any Guarantor shall deposit such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete in the rebuilding, repair, replacement or construction described in clause Collateral Account. (1b) above. Any Net Loss Proceeds from an Event of Loss that are not reinvested applied or not permitted to be reinvested invested as provided in the first sentence of this covenant will paragraph (a) above shall be deemed to constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 5.0 million, the Company will shall make an offer to all holders of Notes (an a “Event of Loss Proceeds Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to cash the maximum principal amount of Notes that may be purchased out of the such Excess Loss Proceeds. The , at an offer price (the “Loss Proceeds Offer Price”) in any Event of Loss Offer will be cash in an amount equal to 100% of the their principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess purchase (the “Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security DocumentsOffer Date”). If the aggregate principal amount of Notes tendered pursuant to an Event surrendered by Holders of Loss Offer Notes exceeds the Excess Loss ProceedsProceeds to be used to purchase Notes, the Trustee will shall select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause basis. (ivc) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. The Company will shall comply with the requirements of applicable tender offer rules, including Rule 14e-1 under the Exchange Act Act, and any other applicable 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 Event of a Loss Proceeds Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will and the Guarantors shall comply with the applicable such securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of described in this Indenture by virtue thereof. (d) Subject to paragraph (c) above, within 30 days after the date on which the amount of Excess Loss Proceeds exceeds $5.0 million, the Company shall send or cause to be sent by first-class mail, postage prepaid, to the Trustee and to each Holder, at his address appearing in the Security Register, a notice stating or including: (1) that the Holder has the right to require the Company to repurchase, subject to proration, such Holder’s Notes at the Loss Proceeds Offer Price; (2) the Loss Proceeds Offer Date; (3) the instructions a Holder must follow in order to have his or her Notes purchased in accordance with paragraph (b) above; (4) the Loss Proceeds Offer Price; (5) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.02 hereof; (6) that Notes must be surrendered prior to the Loss Proceeds Offer Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.02 to collect payment; (7) that any Notes not tendered will continue to accrue interest and that unless the Company defaults in the payment of the Loss Proceeds Offer Price, any Note accepted for payment pursuant to the Loss Proceeds Offer, shall cease to accrue interest on and after the Loss Proceeds Offer Date; (8) the procedures for withdrawing a tender; and (9) that the Loss Proceeds Offer Price for any Note which has been properly tendered and not withdrawn and which has been accepted for payment pursuant to the Loss Proceeds Offer will be paid promptly following the Loss Proceeds Offer Date. (e) Holders electing to have Notes purchased hereunder will be required to surrender such Notes at the address specified in the notice prior to the Loss Proceeds Offer Date. Holders will be entitled to withdraw their election to have their Notes purchased pursuant to this Section 4.16 if the Company receives, not later than one Business Day prior to the Loss Proceeds Offer Date, a telegram, telex, facsimile transmission or letter setting forth (1) the name of the Holder, (2) the certificate number of the Note in respect of which such notice of withdrawal is being submitted, (3) the principal amount of the Note (which shall be $5,000 or whole multiples of $1,000 in excess thereof) delivered for purchase by the Holder as to which his election is to be withdrawn, (4) a statement that such Holder is withdrawing his election to have such principal amount of such complianceNote purchased, and (5) the principal amount, if any, of such Note (which shall be $5,000 or whole multiples of $1,000 in excess thereof) that remains subject to the original notice of the Loss Proceeds Offer and that has been or will be delivered for purchase by the Company. (f) The Company shall (i) not later than the Loss Proceeds Offer Date accept for payment Notes or portions thereof tendered pursuant to the Loss Proceeds Offer, (ii) not later than 10:00 a.m. (New York time) on the Loss Proceeds Offer Date deposit with the Trustee or with a Paying Agent an amount of money in same day funds sufficient to pay the aggregate Loss Proceeds Offer Price of all the Notes or portions thereof which are to be purchased on that date and (iii) not later than 10:00 a.m. (New York time) on the Loss Proceeds Offer Date deliver to the Paying Agent an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Company. The Paying Agent shall promptly mail or deliver to Holders of Notes so accepted payment in an amount equal to the Loss Proceeds Offer Price of the Notes purchased from each such Holder, and the Company shall execute and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Paying Agent at the Company’s expense to the Holder thereof. For purposes of this Section 4.16, the Company shall choose a Paying Agent which shall not be the Company. Subject to applicable escheat laws, the Trustee and the Paying Agent shall return to the Company any cash that remains unclaimed, together with interest or dividends, if any, thereon (subject to Section 7.01(f)), held by them for the payment of the Loss Proceeds Offer Price; provided, however, that (x) to the extent that the aggregate amount of cash deposited by the Company with the Trustee in respect of a Loss Proceeds Offer exceeds the aggregate Loss Proceeds Offer Price of the Notes or portions thereof to be purchased, then the Trustee shall hold such excess for the Company and (y) unless otherwise directed by the Company in writing, promptly after two Business Days following the Loss Proceeds Offer Date the Trustee shall return any such excess to the Company together with interest or dividends, if any, thereon (subject to Section 7.01(f) hereof). (g) Notes to be purchased shall, on the Loss Proceeds Offer Date, become due and payable at the Loss Proceeds Offer Price and from and after such date (unless the Company shall default in the payment of the Loss Proceeds Offer Price) such Notes shall cease to bear interest. Such Loss Proceeds Offer Price shall be paid to such Holder promptly following the later of the Loss Proceeds Offer Date and the time of delivery of such Note to the relevant Paying Agent at the office of such Paying Agent by the Holder thereof in the manner required. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Company at the Loss Proceeds Offer Price; provided however that installments of interest whose Stated Maturity is on or prior to the Loss Proceeds Offer Date shall be payable to the Person in whose name the Notes are registered as such on the relevant Regular Record Dates according to the terms and the provisions of Section 2.04; provided further that Notes to be purchased are subject to proration in the event the Excess Loss Proceeds are less than the aggregate Loss Proceeds Offer Price of all Notes tendered for purchase, with such adjustments as may be appropriate by the Trustee so that only Notes in denominations of $5,000 or whole multiples of $1000 in excess thereof, shall be purchased. If any Note tendered for purchase shall not be so paid upon surrender thereof by deposit of funds with the Trustee or a Paying Agent in accordance with paragraph (f) above, the principal thereof (and premium, if any, thereon) shall, until paid, bear interest from the Loss Proceeds Offer Date at the rate borne by such Note. Any Note that is to be purchased only in part shall be surrendered to a Paying Agent at the office of such Paying Agent (with, if the Company, the Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Registrar or the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Note, without service charge, one or more new Notes of any authorized denomination as requested by such Holder in an aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Note so surrendered that is not purchased. The Company shall publicly announce the results of the Loss Proceeds Offer on or as soon as practicable after the Loss Proceeds Offer Date.

Events of Loss. In the event of an (a) After any Event of Loss, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such the Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Project, with no obligation to make any purchase of any Notes, provided, that with respect to any Event of Loss that results in Net Loss Proceeds equal to or greater than $100,000,000: (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that 1) the Company delivers to the Trustee within 90 120 days of such Event of Loss: (1) Loss a written opinion from a reputable contractor that the Subject Property Project can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss operating within 360 540 days of the following such Event of Loss; and (2) the Company delivers to the Trustee within 120 days of such Event of Loss a certificate from an Officers’ Certificate Authorized Officer of the Company certifying that the Company applicable entity has available from Net Loss Proceeds or other sources sufficient funds Proceeds, cash on hand, binding equity commitments with respect to funds, anticipated insurance proceeds and/or available borrowings under Indebtedness permitted under Section 4.08 to complete the rebuilding, repair, replacement or construction described in clause (1) above. above and to pay debt service on its Indebtedness during the repair or restoration period. (b) Any Net Loss Proceeds that are not reinvested (or not permitted to be reinvested as provided in committed for reinvestment by the first sentence Company) within 540 days following an Event of this covenant Loss will be deemed “Excess Loss Proceeds.” When Within 15 days following the date on which the aggregate amount of Excess Loss Proceeds exceeds $20.0 million100,000,000, the Company will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss ProceedsOffer in accordance with Section 3.09. The offer price in any Event of Excess Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if anyto, to but excluding, the date of purchase, purchase and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Excess Loss Offer, the Company may use such those Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and Indenture. Upon completion of each Excess Loss Offer, the Security Documents; provided that any remaining amount of Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause reset at zero. (ivc) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 those laws or and regulations are applicable in connection with the each repurchase of the Notes pursuant to an Event of Excess Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of Section 3.09 or this IndentureSection 4.14, the Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under the Event of Loss provisions of Section 3.09 or this Indenture Section 4.14 by virtue of such complianceconflict. (d) If the Trustee, on behalf of the Holders, receives any excess Insurance Proceeds, Condemnation Proceeds or Performance Liquidated Damages applied to the prepayment of Secured Debt and other Obligations as provided in the Common Terms Agreement and this Indenture does not require the Company to make an Excess Loss Offer pursuant to Section 3.09 and this Section 4.14, the Company shall instruct the Trustee to deposit such proceeds in the Construction Account, the Revenue Account or the Operating Account, as applicable, and the Trustee shall be required to make such deposit.

Events of Loss. In the event of (A) If an Event of LossLoss occurs, the Company shall apply, or cause the affected Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Event of Loss within 365 days of receipt thereof (provided that if the CompanyCompany or such Restricted Subsidiary, as the case may be, may (and has entered into an agreement in definitive form to so apply such Net Cash Proceeds, the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected transaction contemplated by such Event agreement must be consummated within the later of Loss (such 365 day period and 120 days from the “Subject Property”), with no concurrent obligation to offer to purchase any date of the Notes; provided, however, that the Company delivers to the Trustee within 90 days execution of such Event of Lossagreement) either: (1) to repay any Obligations under the Credit Agreements or any Guarantor Senior Debt and, in the case of any such Indebtedness under a written opinion from revolving credit facility, effect a reputable contractor that permanent reduction in the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; andavailability under such revolving credit facility; (2) to make an Officers’ Certificate certifying investment in properties and assets that replace the properties and assets that were the subject of such Event of Loss or in properties and assets (including Capital Stock) that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto (“Reinvestment Assets”) and to the extent that the Company has available from Net assets that were the subject of such Event of Loss Proceeds or other sources sufficient funds constituted Collateral such Reinvestment Assets shall also be required to complete constitute Collateral; and/or (3) a combination of repayment and investment permitted by the rebuilding, repair, replacement or construction described in clause foregoing clauses (1) aboveand (2). (B) Pending the final application of such Net Cash Proceeds, the Company may temporarily reduce borrowings under the Credit Agreements or any other revolving credit facility, if any. Any On the 366th day after an Event of Loss 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 Event of Loss as set forth in clauses (1), (2) and (3) of the preceding paragraph, or, in the event that a definitive agreement has been entered into prior to such 366th day pursuant to which the Net Cash Proceeds that are not reinvested or not permitted to be reinvested as provided in applied, on the first sentence later of this covenant will be deemed the 366th day and the 121st day after the execution of such agreement (each, an “Excess Event of Loss Proceeds.” When the Offer Trigger Date”), such aggregate amount of Excess Net Cash Proceeds which have not been applied on or before such Event of Loss Proceeds exceeds $20.0 millionOffer Trigger Date as permitted in clauses (1), (2) and (3) of the preceding paragraph (each an “Event of Loss Offer Amount”) shall be applied by the Company will or such Restricted Subsidiary to make an offer to purchase (an the “Event of Loss Offer”) to all Holders and, to the extent required pursuant to the documentation governing any Pari Passu Junior Lien Obligations, an offer to purchase or redeem to the Notes with holders of such Pari Passu Junior Lien Obligations, on a date (the proceeds “Event of Loss Offer Payment Date”) not less than 30 nor more than 60 days following the applicable Event of Loss Offer Trigger Date, from all Holders and, if applicable, to the holders of Pari Passu Junior Lien Obligations equal to the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer Offer Amount at a price in any Event of Loss Offer will be equal to 100% of the principal amount of the notes and, if applicable, to 100% of the principal amount of the Pari Passu Junior Lien Obligations to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase. (C) The Company may defer the Event of Loss Offer until there is an aggregate unutilized Event of Loss Offer Amount equal to or in excess of $15.0 million resulting from one or more Events of Loss (at which time, the entire unutilized Event of Loss Offer Amount, and will not just the amount in excess of $15.0 million, shall be payable in cash. applied as required pursuant to this Section). (D) If any Excess Loss Net Cash Proceeds remain after the consummation of an any Event of Loss Offer, the Company may use such Excess Loss those Net Cash Proceeds for any purpose not otherwise prohibited prohi- bited by this Indenture and without regard to Section 4.24. Upon completion of each Event of Loss Offer, the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee Amount will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause reset at zero. (ivE) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 or and regulations are applicable in connection with the repurchase of the Notes notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, Section 4.24 the Company will shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under the Event of Loss provisions of this Indenture Section 4.24 by virtue of such compliancethereof.

Events of Loss. In the event of an (a) FF&E Event of Loss. Within 360 days after any Event of Loss with respect to any FF&E Collateral with a fair market value (or replacement cost, if greater) in excess of $1.0 million (an "FF&E Event of Loss") the Company Partnership or the its affected Restricted Subsidiary of the CompanySubsidiary, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) shall apply the Net Loss Proceeds from such FF&E Event of Loss ("FF&E Loss Proceeds") to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”)FF&E, with no concurrent obligation to offer to make any purchase of any of the Notes; provided, however, that the Company Partnership or the Restricted Subsidiary, as the case may be, delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ ' Certificate certifying that the Company Partnership or the Restricted Subsidiary, as the case may be, has available from Net FF&E Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement repair or construction described in clause (1) above. rebuild such damaged or lost FF&E or replace such damaged or lost FF&E with suitable substitute FF&E. Any Net FF&E Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence immediately preceding paragraph of this covenant will Section 4.11(a) shall be deemed “"Excess FF&E Loss Proceeds.” When " Within ten days following the date that the aggregate amount of Excess FF&E Loss Proceeds exceeds $20.0 5.0 million, the Company will Partnership shall make an offer (an “"FF&E Event of Loss Offer”") to all Holders of the Notes to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess FF&E Loss Proceeds. The offer price in any FF&E Event of Loss Offer will shall be equal to 100% of the principal amount plus accrued and unpaid interest Interest and Liquidated Damages, if any, to the date of purchase, and will shall be payable in cash. If any Excess FF&E Loss Proceeds remain after consummation of an FF&E Event of Loss Offer, the Company Partnership or the Restricted Subsidiary, as the case may be, may use such Excess FF&E Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Collateral Documents. If the aggregate principal amount of Notes tendered pursuant to an FF&E Event of Loss Offer exceeds the amount of Excess FF&E Loss Proceeds, the Trustee will shall select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to Upon completion of any such FF&E Event of Loss pursuant to clause (iv) Offer, the amount of Excess FF&E Loss Proceeds shall be reset at zero. Pending their final application, all FF&E Loss Proceeds shall be invested in Cash Equivalents held in an account in which the Trustee has a first priority perfected security interest for the benefit of the definition Holders of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (Notes. These pledged funds and securities shall be released to the Partnership or the affected GuarantorRestricted Subsidiary, as the case may be), shall be required to receive consideration (i) at least equal to pay for or reimburse for the fair market value (evidenced by actual cost of a resolution permitted use of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net FF&E Loss Proceeds received in respect of Collateral shall constitute Collateral under as provided above, or the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 or regulations are applicable in connection with the repurchase of the Notes pursuant to an FF&E Event of Loss Offer, pursuant to the terms of the Collateral Documents. To The Partnership or the extent that Restricted Subsidiary, as the provisions case may be, shall grant to the Trustee, on behalf of the Holders of Notes, a first priority security interest, subject to Permitted Liens, in any applicable securities laws FF&E rebuilt, repaired, replaced or regulations conflict constructed with such FF&E Loss Proceeds on the Event of Loss provisions of terms set forth in this IndentureSection 4.11(a), the Company will comply with FF&E Collateral Intercreditor Agreement and the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such complianceCollateral Documents.

Events of Loss. In the event of an After any Event of LossLoss with respect to Collateral (other than Events of Loss with respect to Collateral comprising Encore at Xxxx Las Vegas at any time prior to the completion of Encore at Xxxx Las Vegas in accordance with the Disbursement Agreement, which shall be governed by the Company Disbursement Agreement), Xxxx Las Vegas or the affected applicable Restricted Subsidiary of the CompanySubsidiary, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such the Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”)damaged Collateral, with no concurrent obligation to offer to make any purchase of any of the Notes; providedso long as, howeverin the case of any such Collateral with a Fair Market Value (or replacement cost, that the Company if higher) in excess of $500.0 million; provided that: (a) Xxxx Las Vegas delivers to the Trustee within 90 days of such the Event of Loss: (1) Loss a written opinion from a reputable contractor that the Subject Property damaged Collateral can be rebuilt, repaired, replaced or constructed in, and operated in, substantially operating within 365 days following the same condition as it existed prior delivery of such written opinion to the Event of Loss Trustee; (b) Xxxx Las Vegas delivers to the Trustee within 360 120 days of the Event of Loss; and (2) Loss an Officers’ Certificate certifying that Xxxx Las Vegas or the Company applicable Restricted Subsidiary has available from Net Loss Proceeds Proceeds, cash on hand or other sources sufficient funds available borrowings under Indebtedness permitted to be incurred under Section 4.09 hereof to complete the rebuilding, repair, replacement or construction described in clause (1a) above. Any Net Loss Proceeds that are not reinvested or not permitted above and, together with any anticipated revenues projected to be reinvested as provided generated during the repair or restoration period, to pay debt service on its Indebtedness during the repair or restoration period; and (c) the damaged Collateral is rebuilt, repaired, replaced or constructed and operating in substantially the first sentence of this covenant will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, the Company will make an offer (an “Event of Loss Offer”) manner that it was operating immediately prior to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal within 365 days following the delivery of such written opinion to the maximum principal amount Trustee. Notwithstanding the foregoing provisions of Notes that may be purchased out this Section 4.16, if the damaged Collateral is not necessary for and is not used in the operation of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (Xxxx Las Vegas Resort or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected GuarantorEncore at Xxxx Las Vegas, as the case may be), shall be required to receive consideration Xxxx Las Vegas (ior the applicable Restricted Subsidiary, as the case may be) at least equal to may apply the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received to make a capital expenditure, improve real property or acquire long-term assets that are used or useful in respect a line of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture business permitted by virtue of such complianceSection 4.13 hereof.

Events of Loss. (a) In the event of an Event of LossLoss with respect to any Collateral, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) Issuer shall apply the Net Loss Proceeds from such Event of Loss to Loss, at its option, to (1) the rebuilding, repair, replacement or construction of improvements to the affected property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days two years after receipt of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuiltNet Loss Proceeds, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from acquisition of or investment in Replacement Assets within one year after receipt of such Net Loss Proceeds or other sources sufficient funds (3) a redemption of the Securities and any Parity Lien Indebtedness on a pro rata basis pursuant to complete an Offer to Purchase on the rebuilding, repair, replacement or construction terms described in clause (1b) abovebelow. Pending the final application of any Net Loss Proceeds, the Issuer shall deposit such Net Loss Proceeds in the Collateral Account. (b) Any Net Loss Proceeds from an Event of Loss that are not reinvested applied or not permitted to be reinvested invested as provided in the first sentence of this covenant will clause (a) above shall be deemed “to constitute "Excess Loss Proceeds.” When " If, as of the first day of any calendar month, the aggregate amount of Excess Loss Proceeds exceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.20 totals at least $20.0 million15,000,000, the Company will make Issuer shall commence, not later than the last Business Day of such month, and consummate an offer (an “Event of Loss Offer”) Offer to all Holders to purchase or redeem the Notes with the proceeds Purchase from the Event Holders and holders of Loss in any Parity Lien Indebtedness outstanding at such time, on a pro rata basis an aggregate principal amount of Securities and Parity Lien Indebtedness outstanding at such time, equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer Proceeds on such date, at a purchase price in any Event of Loss Offer will be equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon (if any) to, but not including, the Payment Date. Any Offer to Purchase commenced pursuant to this Section 4.20 shall be referred to as an "Event of Loss Offer to Purchase." To the date of purchase, and will be payable in cash. If extent that any Excess Loss Proceeds remain after consummation of an Event of Loss OfferOffer to Purchase, the Company Issuer may use such those Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining amount of Excess Loss Proceeds shall remain subject be reset to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such compliancezero.

Events of Loss. In the event of an Event of LossLoss resulting in the payment to the Company or Restricted Subsidiary of Net Loss Proceeds in excess of $25.0 million, the Company or the affected Restricted Subsidiary of the CompanySubsidiary, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the U.S. Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior payment to the Event Company or any Restricted Subsidiary of Net Loss within 360 days of the Event of Loss; and (2) Proceeds an Officers’ Certificate certifying that the Company has available from applied (or will apply in accordance with anticipated contractual obligations relating to such rebuilding, repair, replacement or construction) the Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) aboveaccordance with this sentence. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant Section 4.22 will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 25.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders and to the holders of any other Permitted Additional Pari Passu Obligations containing provisions similar to those set forth in this Indenture with respect to events of loss to purchase or redeem repurchase the Notes and such other Permitted Additional Pari Passu Obligations with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes and such other Permitted Additional Pari Passu Obligations that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest interest, if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security DocumentsDocuments and such remaining amount shall not be added to any subsequent Excess Loss Proceeds for any purpose under this Indenture; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes and other Permitted Additional Pari Passu Obligations tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the U.S. Trustee will select the Notes and the Company or its agent shall select such other Permitted Additional Pari Passu Obligations to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. The Company will comply comply, to the extent applicable, 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 Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under the Event of Loss provisions of this Indenture by virtue of such complianceany conflict.

Events of Loss. In the event of (a) If an Event of LossLoss occurs with respect to any Collateral with a Fair Market Value (or replacement cost, if greater) in excess of $5.0 million, the Company or the affected Restricted Subsidiary of the CompanyGuarantor, as the case may be, may (and to the extent required pursuant to the terms of apply any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss Property (the “"Subject Property”"), with no concurrent obligation to offer to make any purchase of any of the Notes; provided, however, that Notes if the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially operating within 365 days from the same condition as it existed prior to the Event date of Loss within 360 days of the Event of Losssuch opinion; and (2) an Officers’ ' Certificate certifying that the Company or the affected Subsidiary Guarantor has available from Net Loss Proceeds (including amounts collectible from the applicable insurance carrier) or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. . (b) Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant Section 4.23 will be deemed “"Excess Loss Proceeds.” When " Within ten days following the date that the aggregate amount of Excess Loss Proceeds received by the Company or the applicable Subsidiary Guarantor exceeds $20.0 10.0 million, the Company will make an offer offer, on a pro rata basis (an “"Event of Loss Offer”) "), to all Holders of Notes to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the purchase date (subject to the right of purchaseHolders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), and will be payable in cashaccordance with the procedures (including prorating in the event of oversubscription) set forth in Article 3. If any Excess Loss Proceeds remain after consummation of any purchase contemplated by an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that . Upon completion of any remaining such Event of Loss Offer, the amount of Excess Loss Proceeds shall remain subject be reset to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to zero. (c) In connection with any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 millionOffer, the Company (or shall send a written notice, by first-class mail, to the affected GuarantorHolders of Notes, accompanied by such information regarding the Company and its Subsidiaries as the case may be), shall be required Company in good faith believes will enable such Holders to receive consideration (i) at least equal make an informed decision with respect to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the such Event of Loss Offer. Such notice shall state, among other things, the purchase price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed. (iid) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. The Company will comply comply, to the extent applicable, with the requirements of Rule 14e-1 under Section 14(e) of 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 Event of Loss Offerthis Section 4.23. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this IndentureSection 4.23, the Company will comply with the applicable securities laws and regulations and shall not will be deemed not to have breached their its obligations under this Section 4.23 by virtue thereof. (e) On or before the purchase date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Event of Loss provisions Offer, deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued interest, if any, on the Notes to be purchased and deliver to the Trustee an Officers' Certificate stating that such securities or portions thereof were accepted for payment by the Company in accordance with the terms of this Indenture by virtue of such complianceSection 4.

Events of Loss. (a) In the event of an Event of LossLoss with respect to any Collateral with a Fair Market Value (or replacement cost, if greater) in excess of $1.0 million, the Company or the affected Restricted Subsidiary of the CompanyGuarantor, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “"Subject Property”"), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor (as determined in good faith by the Company) that the Subject Property can be rebuilt, repaired, replaced or constructed inconstructed, and operated in, substantially operating within 365 days from the same condition as it existed prior to the Event date of Loss within 360 days of the Event of Loss; andsuch certification; (2) an Officers’ ' Certificate certifying that the Company or the affected Guarantor has available from Net Loss Proceeds (including amounts collectible from the applicable insurance carrier) or other sources sufficient funds to complete the rebuilding, repair, replacement or of construction described in clause (1) above. above (in the case of the Expansion Project) or otherwise. (b) Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence subsection (a) of this covenant will Section 4.16 shall be deemed “"Excess Loss Proceeds.” When " Within ten days following the date on which the aggregate amount of Excess Loss Proceeds exceeds $20.0 million10.0 million (the "Event of Loss Offer Trigger Date"), the Company will shall make an offer (an “"Event of Loss Offer”") to all Holders to purchase or redeem the Notes with the proceeds from the Event of Events of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will shall be equal to 100% of the principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will shall be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Collateral Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will shall select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to Upon completion of any such Event of Loss pursuant Offer, the amount of Excess Loss Proceeds shall be reset at zero. (c) If the Company is required to clause (iv) of the definition of “make an Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 millionLoss Offer, the Company (or shall mail, within 10 days following the affected GuarantorEvent of Loss Offer Trigger Date, as an unconditional notice to the case may be), Holders. Such notice shall be required sent by first-class mail, postage prepaid, to receive consideration the Trustee and to each Holder, at the address appearing in the register maintained by the Registrar of the Notes, and shall state: (i1) that the Event of Loss Offer is being made pursuant to this Section 4.16; (2) that such Holders have the right to require the Company to apply the Excess Loss Proceeds to repurchase such Notes at least a purchase price in cash equal to the fair market value (evidenced by a resolution 100% of the Board of Directors of the Company set forth in an Officers’ Certificate delivered principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, to the Trusteepurchase date which shall be no earlier than 30 days and not later than 60 days from the date such notice is mailed (the "Excess Loss Proceeds Payment Date"); (3) of the assets subject that any Note not tendered or accepted for payment shall continue to accrue interest; (4) that any Notes accepted for payment pursuant to the Event of Loss and (ii) at least 85% of which is in Offer shall cease to accrue interest after the form of cash or Eligible Cash Equivalents. Any Net Excess Loss Proceeds received in respect of Collateral shall constitute Collateral under Payment Date; (5) that Holders accepting the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder offer to the extent such laws or regulations are applicable in connection with the repurchase of the have their Notes purchased pursuant to an Event of Loss Offer. To Offer shall be required to surrender the extent Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day preceding the Excess Loss Proceeds Payment Date; (6) that the provisions Holders shall be entitled to withdraw their acceptance of any applicable securities laws or regulations conflict with the Event of Loss provisions Offer if the Paying Agent receives, not later than the close of this Indenturebusiness on the third Business Day preceding the Excess Loss Proceeds Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Notes purchased; (7) that if the aggregate principal amount of Notes surrendered by Holders exceeds the amount of Excess Loss Proceeds, the Company will comply shall select the Notes to be purchased on a pro rata basis (with the applicable securities laws and regulations and shall not such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $1,000 or integral multiples thereof, shall be purchased); (8) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to have breached their obligations under the unpurchased portion of the Notes surrendered; provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $1,000 and integral multiples thereof; (9) the calculations used in determining the amount of Excess Loss Proceeds to be applied to the purchase of such Notes; (10) any other procedures that a Holder must follow to accept an Event of Loss Offer or effect withdrawal of such acceptance; and (11) the name and address of the Paying Agent. (d) On the Excess Loss Proceeds Payment Date, the Company shall, to the extent lawful, (1) accept for payment, on a pro rata basis to the extent necessary, Notes or portions thereof tendered pursuant to the Event of Loss provisions Offer, (2) deposit with the Paying Agent U.S. legal tender sufficient to pay the purchase price plus accrued and unpaid interest, if any, on the Notes to be purchased or portions thereof, (3) deliver or cause to be delivered to the Trustee Notes so accepted together with an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Indenture by virtue of such compliance.Section

Events of Loss. In the event of an Within 360 days after any Event of LossLoss with respect to any Collateral with a fair market value (or replacement cost, if greater) in excess of $1.0 million, the Company Partnership or the affected Restricted Subsidiary of the CompanyPartnership, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”)Shreveport Resort, with no concurrent obligation to offer to make any purchase of any of the Notes; provided, however, that that: (a) the Company Partnership delivers to the Trustee within 90 60 days of such Event of Loss: (1) Loss a written opinion from a reputable contractor that the Subject Property Shreveport Resort with at least the Minimum Facilities can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss Operating within 360 days of the Event of Loss; and; (2b) an Officers’ ' Certificate certifying that the Company Partnership has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1a) above; and (c) the Net Loss Proceeds are less than $75.0 million. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant Section 4.11 will be deemed “"Excess Loss Proceeds.” When " Within 10 days following the date that the aggregate amount of Excess Loss Proceeds exceeds $20.0 5.0 million, the Company Partnership will make an offer (an “"Event of Loss Offer”") to all Holders of Notes and holders of other Indebtedness that is pari passu with the Notes and secured by Pari Passu Collateral containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem the Notes with the proceeds from the Event of Events of Loss in an amount equal to purchase the maximum principal amount of Notes and such other Indebtedness that may be purchased out of the Excess Loss Proceeds, pro rata in proportion to the respective principal amounts of the Notes and such other Indebtedness. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest Interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company Issuers may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Collateral Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes and such other Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes tenderedand such other Indebtedness tendered and will select the Notes to be purchased in the manner described under Section 3.02 hereof. With Upon completion of any such Event of Loss Offer, the amount of Excess Loss Proceeds shall be reset at zero. If, prior to the date on which the Shreveport Resort becomes Operating, the Net Loss Proceeds to be used for rebuilding, repair, replacement or construction of the Shreveport Resort exceed $5.0 million, then the Net Loss Proceeds will be deposited into an account in which the Trustee will be granted a first priority perfected security interest, subject to Permitted Liens; provided, however, that any such Net Loss Proceeds will be disbursed in a manner consistent with the Plans and the revised budget for the Shreveport Resort. Pending their final application, all Net Loss Proceeds will be invested in Cash Equivalents held in an account in which the Trustee has a first priority perfected security interest, subject to Permitted Liens, for the benefit of the Holders of Notes and, if the Event of Loss relates to Pari Passu Collateral, the holders of any Indebtedness secured by such Pari Passu Collateral on a pari passu basis with the Notes. These pledged funds and securities will be released to the Partnership to pay for or reimburse the Partnership for the actual cost of a permitted use of Net Loss Proceeds as provided above, or the Event of Loss Offer, pursuant to the terms of the Collateral Documents. The Partnership or the applicable Restricted Subsidiary will grant to the Trustee, on behalf of the Holders of Notes and, if the Event of Loss relates to Pari Passu Collateral, the holders of any Indebtedness secured by the Pari Passu Collateral, a first priority perfected security interest, subject to Permitted Liens, on any property or asset rebuilt, repaired, replaced or constructed with such Net Loss Proceeds pursuant to the terms set forth in this Section 4.11, the intercreditor agreement entered into by the Partnership with respect to any the Pari Passu Collateral in accordance with this Indenture and the Collateral Documents. In the event of an Event of Loss pursuant to clause (iv3) of the definition of “"Event of Loss” " with respect to any property or assets that has have a fair market value (or replacement cost, if greater) in excess of $20.0 5.0 million, the Company (Partnership or the affected GuarantorRestricted Subsidiary, as the case may be), shall be required to receive consideration (ia) at least equal to the fair market value (evidenced by a resolution of the Partnership's Board of Directors of the Company set forth in an Officers’ ' Certificate delivered to the Trustee) of the property or assets subject to the Event of Loss and (iib) with respect to any "Event of Loss" of any portion of the hotel, riverboat casino or parking structure and restaurant and entertainment promenade that are a part of the Shreveport Resort, at least 8590% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such compliance.

Events of Loss. (a) In the event of an Event of Loss, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms within 360 days after such Event of any lease encumbered by a mortgage shall) Loss apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”)or to other assets useful in its business, with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss:. (1b) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence subsection (a) of this covenant Section 4.19 will be deemed “Excess Loss Proceeds”; provided that a binding commitment made within 360 days of the relevant Event of Loss shall be treated as a permitted application of the Net Loss Proceeds from such Event of Loss, and provided further, that any Net Loss Proceeds subject to any such commitment not applied in accordance with the foregoing within 90 days after the expiration of 360 days from the relevant Event of Loss shall constitute Excess Loss Proceeds.” (c) When the aggregate amount of Excess Loss Proceeds exceeds $20.0 15.0 million, the Company will make an offer (an “Event of Loss Offer”) to repurchase from all Holders to purchase or redeem of the Notes and, if applicable, redeem (or make an offer to do so) any First Lien Obligations the provisions of which require the Company to redeem such Indebtedness with the proceeds from the Event of any Excess Loss Proceeds (or offer to do so), in an amount equal to the maximum aggregate principal amount of Notes that may be purchased out and such First Lien Obligations equal to the amount of the such Excess Loss Proceeds. Proceeds as follows: (1) The offer price in any Event of Loss Offer will be equal to: (i) the Collateral Other Than After Acquired Collateral Net Proceeds Offered Price, in the case of Excess Loss Proceeds relating to 100an Event of Loss involving Collateral (other than After Acquired Collateral), or (ii)100% of the principal amount plus accrued and unpaid interest (including Additional Interest), if any, to the date of purchase, and will in each other case, and, in any case shall be payable in cash. . (2) If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security DocumentsCollateral Documents and such remaining amount shall not be added to any subsequent Excess Loss Proceeds for any purpose under this Indenture; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Collateral Documents. . (3) If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom tendered in accordance with Article X. this Indenture. (d) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such compliance.

Events of Loss. In the event of an (a) Within 365 days after any Event of LossLoss with respect to all or any portion of the Chukchansi Gold Resort & Casino with a fair market value (or replacement cost, if greater) in excess of $1.0 million, the Company or the affected Restricted Subsidiary of the Company, as the case Authority may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”)Chukchansi Gold Resort & Casino, with no concurrent obligation to offer to make any purchase of any of the Notes; provided, however, that that: (1) the Company Authority delivers to the Trustee within 90 60 days of such Event of Loss: (1) Loss a written opinion from a reputable contractor that the Subject Property Chukchansi Gold Resort & Casino with at least the Minimum Facilities can be rebuilt, repaired, replaced or constructed inconstructed, and operated inin a condition to be Operating, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and; (2) the Authority delivers to the Trustee an Officers’ ' Certificate certifying that the Company Authority has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. ; and (3) the Net Loss Proceeds are less than $40.0 million. (b) Any Net Loss Proceeds that are not reinvested or are not permitted to be reinvested as provided in the first sentence of this covenant will Section 4.10(a) shall be deemed “"Excess Loss Proceeds.” When " Within ten days following the date that the aggregate amount of Excess Loss Proceeds exceeds $20.0 5.0 million, the Company will Authority will, subject to the second sentence of Section 13.01 hereof, make an offer (an “Event of Loss Offer”) a Repurchase Offer to all 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 offers to purchase or redeem the Notes with proceeds of events of loss in accordance with Section 3.11 hereof to purchase or redeem such other Indebtedness with the proceeds from the Event of Loss in an amount equal events of loss, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Repurchase Offer pursuant to this Section 4.10 will be equal to 100% of the principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will shall be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss a Repurchase Offer, the Company Authority may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Collateral Documents. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered pursuant to an Event of Loss into such Repurchase Offer exceeds the amount of Excess Loss Proceeds, the Trustee will shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on basis. Upon completion of any such Repurchase Offer pursuant to this Section 4.10, the principal amount of Notes tenderedExcess Loss Proceeds shall be reset at zero. (c) Pending the final application of any Net Loss Proceeds, the Authority shall deposit such Net Loss Proceeds into an account in which the Trustee shall have a first priority perfected security interest, subject to Permitted Liens, and may invest such Net Loss Proceeds only in Cash Equivalents; provided that such Cash Equivalents are held in such account. With respect These pledged funds will be released to any the Authority to pay for or reimburse the Authority for the actual cost of a permitted use of the Net Loss Proceeds as provided in Section 4.10(a), or the Repurchase Offer, in each case pursuant to the terms of the Collateral Documents. (d) In the event of an Event of Loss pursuant to clause (iv3) of the definition of “"Event of Loss” " with respect to any assets that has have a fair market value (or replacement cost, if greater) in excess of $20.0 1.0 million, the Company (or the affected Guarantor, as the case may be), shall Authority will be required to receive consideration (i1) at least equal to the fair market value (evidenced by a resolution of the Authority's Management Board of Directors of the Company set forth in an Officers’ ' Certificate delivered to the Trustee) of the property or assets subject to the Event of Loss and (ii2) with respect to any "Event of Loss" of any portion of the Chukchansi Gold Resort & Casino, at least 85% of which is in the form of cash or Eligible Cash Equivalents. . (e) Any Net Loss Proceeds received Repurchase Offer pursuant to this Section 4.10 will be in respect of Collateral shall constitute Collateral under the Security Documents compliance with all applicable laws, rules and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. The Company will comply with the requirements of Rule 14e-1 regulations, including, if applicable, Regulation 14E under the Exchange Act and any other securities laws the rules and regulations thereunder to the extent such laws or regulations are and all other applicable in connection with the repurchase of the Notes pursuant to an Event of Loss OfferFederal and state securities laws. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this IndentureSection 3.11 hereof, the Company Authority will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under the Event of Loss provisions of this Indenture Section 3.11 hereof by virtue of such complianceconflict.

Events of Loss. (a) In the event of an Event of LossLoss with respect to any Primary Collateral, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) Issuer shall apply the Net Loss Proceeds from such Event of Loss Loss, at its option, to (1) the rebuilding, repair, replacement or construction of improvements to the affected property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days two years after receipt of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuiltNet Loss Proceeds, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from acquisition of or investment in Replacement Assets within one year after receipt of such Net Loss Proceeds or other sources sufficient funds (3) a redemption of the Securities pursuant to complete an Offer to Purchase on the rebuilding, repair, replacement or construction terms described in clause the next succeeding paragraph. Pending the final application of any Net Loss Proceeds, the Issuer shall deposit such Net Loss Proceeds in the Collateral Account. (1b) above. Any Net Loss Proceeds from an Event of Loss that are not reinvested applied or not permitted to be reinvested invested as provided in the first sentence of this covenant will preceding paragraph shall be deemed to constitute “Excess Loss Proceeds.” When If, as of the first day of any calendar month, the aggregate amount of Excess Loss Proceeds exceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.23 totals at least $20.0 10.0 million, the Company will make Issuer shall commence, not later than the fifteenth Business Day of such month, and consummate an offer Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount of Securities equal to the Excess Loss Proceeds on such date, at a purchase price equal to 100% of their principal amount plus accrued interest (if any) to the Payment Date. Any Offer to Purchase commenced pursuant to this Section 4.23 shall be referred to as an “Event of Loss Offer”) Offer to all Holders to purchase or redeem Purchase.” To the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes extent that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss OfferOffer to Purchase, the Company Issuer may use such those Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining amount of Excess Loss Proceeds shall remain subject be reset to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such compliancezero.

Events of Loss. In the event of (a) If an Event of LossLoss occurs with respect to any Collateral with a Fair Market Value (or replacement cost, if greater) in excess of $5.0 million, the Company Borrower or the affected Restricted Subsidiary of the CompanyGuarantor, as the case may be, may (and to the extent required pursuant to the terms of apply any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss Property (the “Subject Property”), with no concurrent obligation to offer to purchase prepay any of Loans if the Notes; provided, however, that the Company Borrower delivers to the Trustee Administrative Agent within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially operating within 365 days from the same condition as it existed prior to the Event date of Loss within 360 days of the Event of Losssuch opinion; and (2) an Officers’ Certificate certifying that the Company Borrower or the affected Subsidiary Guarantor has available from Net Loss Proceeds (including amounts collectible from the applicable insurance carrier) or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. . (b) Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant Section 6.20 will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, the Company The Borrower will make an offer (an “Event of Loss Offer”comply with Section 2.05(e) with respect to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the any Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of the Borrower has completed an Event of Loss OfferOffer with such Excess Loss Proceeds in accordance with Section 2.05(e), the Company Borrower may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture Agreement and the Security Documents; provided that . Upon completion of any remaining such Event of Loss Offer, the amount of Excess Loss Proceeds shall remain subject be reset to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such compliancezero.

Events of Loss. In the event of an Event of LossLoss resulting in Net Loss Proceeds in excess of $5.0 million, the Company or the affected Restricted Subsidiary of the Company, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage Mortgage shall) (x) to the extent such Net Loss Proceeds constitute ABL Priority Collateral (as defined in the Credit Agreement), repay ABL Obligations with or reinvest such Net Loss Proceeds in accordance with the ABL Documents and (y) otherwise apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (Loss, or the “Subject Property”), cost of purchase or construction of other assets useful in the business of the Company or its Restricted Subsidiaries with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from applied (or will apply within 365 days after receipt of any anticipated insurance or similar proceeds) the Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) aboveaccordance with this sentence. Any Net Loss Proceeds that are not applied or reinvested or not permitted to be applied or reinvested as provided in the first sentence of this covenant Section 4.16 will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 10.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders and to the holders of any other Permitted Additional Pari Passu Obligations containing provisions similar to those set forth in this Indenture with respect to events of loss to purchase or redeem repurchase the Notes and such other Permitted Additional Pari Passu Obligations with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes and such other Permitted Additional Pari Passu Obligations that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest interest, if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security DocumentsDocuments and such remaining amount shall not be added to any subsequent Excess Loss Proceeds for any purpose under this Indenture; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes and other Permitted Additional Pari Passu Obligations tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes and the Company or its agent shall select such other Permitted Additional Pari Passu Obligations to be purchased on a pro rata basis based on the principal amount of Notes tendered, subject to adjustments to maintain authorized denominations. With respect to The Company will comply with Section 3.9 in connection with any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash EquivalentsOffer. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under the Event of Loss provisions of this Indenture by virtue of such compliance.

Events of Loss. In (a) Within 365 days after the event receipt of any Event of Loss Proceeds from an Event of Loss, the Company (or the affected applicable Restricted Subsidiary of the CompanySubsidiary, as the case may be, ) may apply such Event of Loss Proceeds: (and 1) to the extent required pursuant such Event of Loss Net Proceeds are attributable to an Event of Loss of assets, rights or Equity Interests, in each case that do not constitute Collateral, to repay, redeem or purchase Indebtedness, if any, secured by such assets, rights or Equity Interests; (2) to acquire (a) all or substantially all of the terms assets of another Person engaged in a Permitted Business or (b) any lease encumbered by Capital Stock of another Person engaged in a mortgage shallPermitted Business, if, after giving effect to any such acquisition, the Permitted Business is or becomes a Restricted Subsidiary of the Company; (3) apply to make a capital expenditure; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business. (b) With respect to any Event of Loss, the Net amount equal to (1) the greater of the Event of Loss Proceeds from such Event of Loss to and the rebuilding, repair, replacement or construction Fair Market Value of improvements to the property affected by assets that are the subject of such Event of Loss less (2) the “Subject Property”), with no concurrent obligation to offer to purchase any amount of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Proceeds from such Event of Loss; and (2) an Officers’ Certificate certifying Loss that the Company has available from Net are applied within 365 days after such Event of Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in accordance with clause (1a) above. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant Section 4.27, will be deemed constitute “Excess Event of Loss Proceeds.” When Within 30 days after the date that the aggregate amount of Excess Event of Loss Proceeds exceeds $20.0 10.0 million, the Company will make an offer (an “Event of Loss Offer”) Offer to all Holders of Notes and will redeem or repay (or make an offer to purchase do so) Pari Passu Obligations the terms of which require redemption or redeem repayment (or the Notes making of an offer to do so) with the proceeds from of any Events of Loss, the maximum principal amount of Notes and such Pari Passu Obligations that may be purchased, redeemed and repaid out of the Excess Event of Loss Proceeds as follows: (1) the Company will (a) make an Event of Loss Offer to all Holders of Notes in accordance with the procedures set forth in Section 3.09(b) hereof and (b) redeem or repay (or make an offer to do so) Pari Passu Obligations (and permanently reduce the related loan commitment (if any) in an amount equal to the principal amount so redeemed or repaid, other than with respect to Pari Passu Obligations of the type referred to in clause (1) of the definition thereof), pro rata in proportion to the respective principal amounts of the Notes and Pari Passu Obligations required to be redeemed or repaid, the maximum principal amount of Notes and Pari Passu Obligations that may be purchased repurchased, repaid and redeemed out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer Proceeds; (2) the offer price for the Notes will be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, repurchase and will be payable in cash. If cash and the redemption or repayment price for the Pari Passu Obligations will be equal to 100% of the principal amount or accreted value, as applicable, thereof plus accrued and unpaid interest to the date of redemption or repayment; (3) if the aggregate amount offered to Holders of the Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the aggregate amount of Excess Event of Loss Proceeds to be paid to Holders of the Notes, Notes to be purchased will be selected on a pro rata basis (provided that the minimum denomination of Notes is maintained); and (4) if any Excess Event of Loss Proceeds remain after consummation of an the applicable offer to purchase Notes and redemption or repayment of applicable Pari Passu Obligations, the amount of Excess Event of Loss Offer, the Company may use Proceeds will be reset at zero and such remaining Excess Event of Loss Proceeds may be used for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered pursuant to Indenture. (c) Within five days after an Event of Loss Offer exceeds the Excess Loss ProceedsLoss, the Company shall deliver to the Trustee will select an Officer’s Certificate of its chief financial officer describing the Notes to be purchased on a pro rata basis based on assets that were the principal amount subject of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “such Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (Fair Market Value of such assets and the amount of cash and Fair Market Value of any assets received or the affected Guarantor, as the case may be), shall expected to be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth received in an Officers’ Certificate delivered to the Trustee) of the assets subject to the connection with such Event of Loss and Loss. (iid) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 those laws or and regulations are applicable in connection with the each repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of Section 3.09 hereof or this IndentureSection 4.27, the Company will comply with the applicable securities laws and regulations and shall will not be deemed to have breached their its obligations under the Event of Loss provisions of Section 3.09 hereof or this Indenture Section 4.27 by virtue of such compliance.

Events of Loss. In the event of an Event of LossLoss resulting in Net Loss Proceeds in excess of $25.0 million, American Commercial Lines, the Company or the affected Restricted Subsidiary of the CompanyAmerican Commercial Lines, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to either (i) the rebuilding, repair, replacement replacement, construction or construction of improvements improvement to the property affected by such Event of Loss or other property constituting Collateral (the “Subject Property”); or (ii) to permanently repay Obligations under the Credit Agreement and permanently reduce the related loan commitment thereunder, with no concurrent obligation to offer to purchase any of the Notes; provided, however, that in the case of clause (i) above the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from applied (or will apply after receipt of any anticipated insurance or similar proceeds) the Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in accordance with clause (1i) or (ii) above. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested or used to permanently repay obligations under the Credit Agreement as provided in the first sentence of this covenant Section 4.16 will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 25.0 million, the Company will make an offer (an “Event of Loss Offer”) to all Holders and to the holders of any other Permitted Additional Pari Passu Obligations containing provisions similar to those set forth in this Section 4.16 to purchase or redeem repurchase the Notes and such other Permitted Additional Pari Passu Obligations with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes and such other Permitted Additional Pari Passu Obligations that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, American Commercial Lines, the Company or the affected Restricted Subsidiary of American Commercial Lines, as the case may be, may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security DocumentsDocuments and such remaining amount shall not be added to any subsequent Excess Loss Proceeds for any purpose under this Indenture; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes and other Permitted Additional Pari Passu Obligations and other Debt ranking pari passu with the Notes containing provisions similar to those set forth in this Section 4.16 tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes and such other Permitted Additional Pari Passu Obligations and other Debt (to the extent such other Debt permits such a selection) to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to The Company shall comply with Section 3.9 in connection with any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss Offer. American Commercial Lines and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. The Company its Restricted Subsidiaries 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 Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company American Commercial Lines and its Restricted Subsidiaries will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture Section 4.16 by virtue of such compliance.

Events of Loss. In the event of an (1) Within 365 days after any Event of LossLoss with respect to any Collateral with a Fair Market Value (or replacement cost, if greater) in excess of $500,000, the Company or the affected Restricted Subsidiary of the CompanySubsidiary, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property Property affected by such Event of Loss (the “Subject Property”), ) with no concurrent obligation to offer to purchase prepay any of the NotesLoans; provided, however, that the Company delivers to the Trustee Agent within 90 days of such Event of Loss: (1i) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated operating in, substantially the same condition as it existed prior to the Event of Loss within 360 days 12 months of the Event of Loss; and (2ii) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1i) above. (2) Any rebuilt, repaired, replaced, constructed or improved Property shall remain Collateral and shall remain subject to a first priority perfected Lien under the Collateral Documents. Any Net Loss Proceeds from an Event of Loss with respect to Collateral shall be segregated from the other assets of the Company or any of its Subsidiaries and shall be held in the Collateral Account. Any Net Loss Proceeds that are not reinvested reinvested, or not permitted to be reinvested reinvested, as provided in the first sentence of this covenant will Section 5(w) shall be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million3,000,000, the Company will shall make an offer (an “Event of Loss Offer”) to all Holders Lenders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to prepay the maximum principal amount of Notes Loans that may be purchased prepaid out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will (the “Event of Loss Price”) shall be equal to 100% of the principal amount of, plus accrued and unpaid interest and any other amounts due, if any, on the Loans to the date of purchase, and will shall be payable in cash. Any Event of Loss Offer shall be made substantially in accordance with the procedures set forth in Section 9(j) hereof. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture Agreement and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Collateral Documents. If the aggregate principal amount of Notes Loans tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will Company will, subject to Section 9(i) hereof, select the Notes Loans to be purchased prepaid on a pro rata basis based on the principal amount of Notes Loans tendered. With Upon completion of any such Event of Loss Offer, the amount of Excess Loss Proceeds shall be reset at zero. (3) In the event of an Event of Loss with respect to any Event of Loss Collateral pursuant to clause (iviii) of the definition of “Event of Loss” with respect to any Property or assets that has have a fair market value Fair Market Value (or replacement cost, if greater) in excess of $20.0 million500,000, the Company (or the affected GuarantorRestricted Subsidiary, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution Fair Market Value of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the Property or assets subject to the Event of Loss and Loss. (ii4) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder Notwithstanding anything herein to the extent such laws or regulations are applicable in connection with contrary, neither the repurchase of the Notes pursuant to Company nor any Restricted Subsidiary affected by an Event of Loss Offer. To with respect to any Collateral shall be permitted to reinvest Net Loss Proceeds in the extent that rebuilding, repair, replacement, or construction of improvements to the provisions of any applicable securities laws or regulations conflict Subject Property in accordance with the Event of Loss provisions foregoing paragraphs of this IndentureSection 5(w), unless the Company will comply with conditions set forth in Section 5.12(e) of each of the applicable securities laws and regulations and Security Agreements shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such compliancebeen satisfied.

Events of Loss. (a) If an Event of Loss occurs with respect to Collateral, the Net Loss Proceeds therefrom shall be paid directly to the Collateral Agent for deposit into the Collateral Account. In the event of an Event of LossLoss with respect to any Collateral with a Fair Market Value (or replacement cost, if greater) in excess of $1.0 million, the Company or the affected Restricted Subsidiary of the CompanyGuarantor, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) shall apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the affected property affected by such Event of Loss (the “"Subject Property”"), with no concurrent obligation to offer to make any purchase of any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially operating within 365 days from the same condition as it existed prior to the Event date of Loss within 360 days of the Event of Losssuch certification; and (2) an Officers’ ' Certificate certifying that the Company or the affected Guarantor has available from Net Loss Proceeds (including amounts collectible from the applicable insurance carrier) or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. . (b) Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant will Section 4.16 shall be deemed “"Excess Loss Proceeds.” When " Within 10 days following the date that the aggregate amount of Excess Loss Proceeds received by the Company or the applicable Guarantor exceeds $20.0 10.0 million, the Company will shall make an offer offer, on a pro rata basis (an “"Event of Loss Offer”) "), to all Holders of Notes and holders of First Priority Pari Passu Indebtedness (to purchase or redeem the Notes extent such person's collateral is subject to such Event of Loss) with the proceeds from the Event of Events of Loss in an amount equal to purchase the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will shall be equal to 100% of the principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject be deposited in the Collateral Account and shall only be released to the Lien Issuers upon the satisfaction of the Security conditions to release described in the Collateral Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will shall select the Notes to be purchased on a pro rata basis based on the principal amount of Notes so tendered. With respect Upon completion of any such Event of Loss Offer and the deposit of such remaining Excess Loss Proceeds in the Collateral Account, the amount of Excess Loss Proceeds shall be reset at zero. (c) In the event of any settlement relating to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall will be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution Fair Market Value of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets property subject to the Event of Loss. (d) Any Event of Loss Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (iithe "Event of Loss Offer Period"). No later than five Business Days after the termination of the Event of Loss Offer Period (the "Event of Loss Purchase Date"), the Company shall purchase a principal amount of Notes equal to the Excess Loss Proceeds (the "Event of Loss Offer Amount") at least 85% or, if less than the Event of which is Loss Offer Amount has been tendered, all Notes tendered in response to the Event of Loss Offer. Payment for any Notes so purchased shall be made in the form same manner as interest payments are made. (e) If the Event of cash Loss Purchase Date is on or Eligible Cash Equivalents. Any Net after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Event of Loss Proceeds received in respect Offer. (f) On or before the Event of Collateral Loss Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Event of Loss Offer Amount of Notes or portions thereof tendered pursuant to the Event of Loss Offer or, if less than the Event of Loss Offer Amount has been tendered, all Notes tendered, and shall constitute Collateral under deliver to the Security Documents and this Indenture and be deposited in Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Collateral Account and released therefrom Company in accordance with Article X. the terms of this Section. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Event of Loss Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon delivery of an Officers' Certificate from the Company, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company will shall publicly announce the results of the Event of Loss Offer on the Event of Loss Purchase Date. (g) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or and regulations are applicable in connection with the repurchase of the Notes pursuant to as a result of an Event of Loss OfferLoss. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this IndentureSection 4.16, the Company will shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their its obligations under the Event of Loss provisions of this Indenture Section 4.16 by virtue of such compliancethereof.

Events of Loss. In the event of an Event of Loss, the Company Parent or the affected Restricted Subsidiary of the CompanyParent, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from such Event of Loss to the rebuilding, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company Parent delivers to the Trustee within 90 days of such Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company Parent has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds that are not reinvested or not permitted to be reinvested as provided in the first sentence of this covenant will be deemed “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, the Company Parent will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company Parent may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause (iv) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company Parent (or the affected Guarantor, as the case may be), ) shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company Parent set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and and, to the extent such Net Loss Proceeds were received in respect of Collateral having a Fair Market Value in excess of $50.0 million with respect to either a single sale transaction or a series of related sale transactions, that in each case constitutes a single Asset Sale, shall be deposited in the Collateral Account and released therefrom in accordance with Article X. The Company Parent 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 Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Indenture, the Company Parent will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such compliance.

Events of Loss. 7.1 If an Event of Loss occurs at any time with respect to a Mortgaged Vessel or Mortgaged Container Asset (the Mortgaged Vessel or Mortgaged Container Asset suffering such Event of Loss being the “Lost Mortgaged Asset”), the Parent or the relevant Restricted Subsidiary shall, subject to Clause 6.3 (Disposal Proceeds), deposit all Event of Loss Proceeds with respect to such Event of Loss with the Security Agent as Trust Monies constituting Collateral subject to disposition as provided in this paragraph 7 or as provided under paragraph 1 and paragraph 2 above. Such amount is hereinafter called the “Loss Redemption Amount.” 7.2 In the event the Parent receives Event of Loss Proceeds of at least $2,000,000 from an Event of LossLoss involving an Existing Mortgaged Vessel, the Company Parent will be required, within 60 days of the receipt of such Event of Loss Proceeds, to apply such Event of Loss Proceeds to (A) make an Event of Loss Offer in accordance with the applicable provisions of the Senior Secured Note Indenture to purchase a principal amount of Senior Secured Notes and (B) to repay or prepay any outstanding obligations under this Agreement, in each case by applying such Event of Loss Proceeds to each of the purposes described the preceding clauses (A) and (B) in proportion to the aggregate principal amount of Senior Secured Notes then outstanding and aggregate obligations under this Agreement then outstanding, respectively, as percentages of the total amount of Senior Secured Notes and borrowings under this Agreement then outstanding. 7.3 Subject to Clause 6.3 (Disposal proceeds) and Clause 16.17 (Note Purchase Condition) in respect of any Event of Loss other than as described in paragraph 7.2 above, within 365 days (subject to extension as provided in the immediately succeeding paragraph) after the receipt of any Event of Loss Proceeds, the Parent or the affected applicable Restricted Subsidiary shall apply such Event of Loss Proceeds to: (1) repay or prepay obligations under this Agreement in an amount not to exceed the amount outstanding at the time of repayment or prepayment under this Agreement that has been used to acquire Mortgaged Vessels or Mortgaged Container Assets to the extent such outstanding amount ranks super-senior to the Senior Secured Notes and any additional Senior Secured Notes under the Intercreditor Agreement; (2) provided that no Default or Event of Default shall have occurred and be continuing, acquire one or more Qualified Container Assets or Qualified Vessels (and to make any Permitted Repairs with respect thereto) and make such Qualified Vessel(s) or Qualified Container Asset(s) subject to the applicable Security Documents in accordance with paragraph 1 and paragraph 3 above; (3) make capital expenditures relating to Mortgaged Vessels or Mortgaged Container Assets; (4) make an Event of Loss Offer in accordance with the applicable provisions of the CompanySenior Secured Note Indenture or repay or prepay any other Indebtedness that ranks pari passu with the Senior Secured Notes; and/or (5) any combination of the transactions permitted by paragraphs 7.3(1) through (4). 7.4 A (A) binding contract to apply Event of Loss Proceeds in accordance with paragraph 7.3(2) above will toll the 365-day period in respect of such Event of Loss Proceeds or (B) determination by the Parent to potentially apply all or a portion of such Event of Loss Proceeds towards the exercise of an outstanding Vessel Purchase Option Contract will toll the 365-day period in respect of such Event of Loss Proceeds, in each case, for a period not to exceed 365 days from the expiration of the aforementioned 365-day period, provided that such binding contract and such determination, in each case, shall be treated as a permitted application of Event of Loss Proceeds from the date of such binding contract until and only until the earlier of (x) the date on which such acquisition or expenditure is consummated and (y) (i) in the case of any Vessel Construction Contract or any Exercised Vessel Purchase Option Contract (including any outstanding Vessel Purchase Option Contract exercised during the 365-day period referenced in paragraph (B) above), the date of expiration or termination of such Vessel Construction Contract or Exercised Vessel Purchase Option Contract and (ii) otherwise, the 365th day following the expiration of the aforementioned 365-day period (paragraph (i) or paragraph (ii) as applicable, the “Loss Proceeds Reinvestment Termination Date”). If such acquisition or expenditure is not consummated on or before the Loss Proceeds Reinvestment Termination Date and the Parent (or the applicable Mortgaged Guarantor, as the case may be, may (and to the extent required pursuant to the terms of any lease encumbered by a mortgage shall) apply the Net Loss Proceeds from shall not have applied such Event of Loss Proceeds pursuant to paragraph (1) above on or before the rebuildingLoss Proceeds Reinvestment Termination Date, repair, replacement or construction of improvements to the property affected by such Event of Loss (the “Subject Property”), with no concurrent obligation to offer to purchase any of the Notes; provided, however, that the Company delivers to the Trustee within 90 days of such Proceeds shall constitute Excess Loss Proceeds. 7.5 Any Event of Loss: (1) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed in, and operated in, substantially the same condition as it existed prior to the Event of Loss within 360 days of the Event of Loss; and (2) an Officers’ Certificate certifying that the Company has available from Net Loss Proceeds or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in clause (1) above. Any Net Loss Proceeds that are not reinvested applied or not permitted to be reinvested invested as provided in the first sentence of this covenant paragraph 7.3 above will be deemed constitute “Excess Loss Proceeds.” When and, subject to Clause 16.17 (Note Purchase Condition), the aggregate amount of Excess Loss Proceeds exceeds $20.0 million25,000,0000, the Company will make an offer (an “Event of Loss Offer”) to all Holders to purchase or redeem the Notes with the proceeds from the Event of Loss in an amount equal to the maximum principal amount of Notes that may be purchased out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount plus accrued and unpaid interest if any, to the date of purchase, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use such Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Security Documents; provided that any remaining Excess Loss Collateral Proceeds shall remain subject to the Lien of the Security Documents. If the aggregate principal amount of Notes tendered pursuant to an Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis based on the principal amount of Notes tendered. With respect to any Event of Loss pursuant to clause applied in accordance with section 4.21(e) through (ivh) of the definition of “Event of Loss” that has a fair market value (or replacement cost, if greater) in excess of $20.0 million, the Company (or the affected Guarantor, as the case may be), shall be required to receive consideration (i) at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets subject to the Event of Loss and (ii) at least 85% of which is in the form of cash or Eligible Cash Equivalents. Any Net Loss Proceeds received in respect of Collateral shall constitute Collateral under the Security Documents and this Indenture and be deposited in the Collateral Account and released therefrom in accordance with Article X. 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 or regulations are applicable in connection with the repurchase of the Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the Event of Loss provisions of this Senior Secured Note Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Event of Loss provisions of this Indenture by virtue of such compliance.