Common use of Events of Loss Clause in Contracts

Events of Loss. (a) Subject to the Collateral Documents, in the case of an Event of Loss with respect to any Notes Collateral, the Borrower or the affected Restricted Subsidiary, as the case may be, shall apply the Net Loss Proceeds from such Event of Loss, within 450 days after receipt, at its option to: (1) permanently reduce the Tranche 2 Sub-Facility and/or Obligations under this Agreement, the Senior Secured Notes and any other Additional Parity Debt in accordance with Section 7.05(b)(1)(A) hereof; (2) rebuild, repair, replace or construct improvements to the affected property or facility (or enter into a binding agreement to do so, provided that (x) such rebuilding, repair, replacement or construction has been completed within the later of (i) 450 days after the receipt of the Net Loss Proceeds and (ii) six months after the date of such binding agreement and (y) if such rebuilding, repair, replacement or construction is not consummated within the period set forth in subclause (x), the Net Loss Proceeds not so applied will be deemed to be Excess Loss Proceeds (as defined below)); or (3) invest in assets and properties as described in Section 7.05(b)(2) and Section 7.05(b)(3) hereof, substituting the term “Event of Loss” for the term “Asset Sale,” the term “Net Loss Proceeds” for the term “Net Proceeds” and the term “Excess Loss Proceeds” for the term “Excess Proceeds.” (b) In the case of Section 7.02(a)(2) or Section 7.02(a)(3), any replacement assets or property shall be pledged as Collateral, in accordance with the Collateral Documents and Section 6.13. (c) Any Net Loss Proceeds from an Event of Loss that are not applied or invested as provided in Section 7.05(a) shall be deemed to constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $25.0 million, the Borrower shall make an offer (a “Loss Proceeds Offer”) to all Lenders and to any holders of the Senior Secured Notes or Additional Parity Debt to the extent required by the terms thereto to purchase the maximum principal amount of Loans and such Senior Secured Notes and Additional Parity Debt that may be purchased out of such Excess Loss Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Loans, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of repayment and in the case of any Senior Secured Notes or Additional Parity Debt at the offer price required by the terms thereof but not to exceed 100% of the principal amount thereof, plus accrued and unpaid interest, if any. If any Excess Loss Proceeds remain after consummation or expiration of a Loss Proceeds Offer, such Excess Loss Proceeds may be used for any purpose not otherwise prohibited by this Agreement; provided that any such remaining Net Loss Proceeds shall remain subject to the Lien of the Collateral Documents. If the aggregate principal amount of the Loans tendered into such Loss Proceeds Offer exceeds the amount of Excess Loss Proceeds, then such Loans and any Senior Secured Notes or Additional Parity Debt will be purchased on a pro rata basis based on the accreted value or principal amount of such Loans and such Senior Secured Notes Additional Parity Debt tendered. The Borrower may satisfy the foregoing obligations with respect to any Net Loss Proceeds from an Event of Loss by making a Loss Proceeds Offer with respect to such Net Loss Proceeds prior to the expiration of the relevant 450 days or with respect to Net Loss Proceeds of $25.0 million or less.

Events of Loss. (a) Subject Within twelve (12) months after the date the Borrower or any of its Subsidiaries actually receives any Net Cash Proceeds with respect to the Collateral Documents, in the case of an Event of Loss (except for any Net Cash Proceeds (i) applied for general working capital purposes as and to the extent permitted pursuant to Section 2.03(b)(iv)(x) or (ii) required to be applied to prepayment of Term Loans pursuant to Section 2.03(b)(iv)(y)), apply such Net Cash Proceeds, at its option, to: (i) the rebuilding, repair, replacement or construction of improvements to the assets subject to such Event of Loss so long as the rebuilt, repaired or improved property or replacement property constitutes Replacement Assets (provided that (x) such Replacement Assets shall be limited to only Replacement Assets that no later than the completion of such rebuilding, repair or improvement or the acquisition of such replacement have become Term Loan Primary Collateral; (y) to the extent the assets subject to such Event of Loss constitute Specified Collateral, such Replacement Assets shall be limited to only Replacement Assets constituting Specified Assets that have become Specified Collateral; and (z) the provisions of Section 6.13 have otherwise been complied with respect to such Replacement Assets no later than the completion of such rebuilding, repair or improvement or the acquisition of such replacement); (ii) (A) acquire Replacement Assets or (B) enter into a binding commitment to acquire Replacement Assets and such Net Cash Proceeds have actually been applied to the purchase of such Replacement Assets within six (6) months of the date on which such binding commitment was entered into (provided that (w) such Replacement Assets shall be used only in an existing Facility of the Borrower or its Subsidiaries, (x) such Replacement Assets shall be limited to only Replacement Assets that simultaneously with the acquisition thereof become Term Loan Primary Collateral; (y) to the extent the assets subject to such Event of Loss constitute Specified Collateral, such Replacement Assets shall be limited to only Replacement Assets constituting Specified Assets that simultaneously with the acquisition thereof become Specified Collateral; and (z) such Replacement Assets are not acquired until and unless the provisions of Section 6.13 have otherwise been complied with respect to such Replacement Assets); (iii) for Capital Expenditures for existing Facilities of the Borrower and its Subsidiaries; or (iv) a combination of the actions set forth in the foregoing clauses (i), (ii) and (iii) above. (b) With respect to any Notes Collateralproperty or asset subject to an Event of Loss pursuant to clause (d) of the definition of “Event of Loss” that has a Fair Market Value (or replacement cost, if greater) in excess of $1,000,000, the Borrower (or the affected Restricted Subsidiary, as the case may be), shall apply the Net Loss Proceeds from such Event of Loss, within 450 days after receipt, at its option to: (1) permanently reduce the Tranche 2 Sub-Facility and/or Obligations under this Agreement, the Senior Secured Notes and any other Additional Parity Debt in accordance with Section 7.05(b)(1)(A) hereof; (2) rebuild, repair, replace or construct improvements be required to the affected property or facility (or enter into a binding agreement to do so, provided that (x) such rebuilding, repair, replacement or construction has been completed within the later of receive consideration (i) 450 days after at least equal to the receipt Fair Market Value (as evidenced by a Board Resolution) of the Net assets subject to the Event of Loss Proceeds and (ii) six months after at least 75% of which is in the date form of such binding agreement and (y) if such rebuilding, repair, replacement cash or construction is not consummated within the period set forth in subclause (x), the Net Loss Proceeds not so applied will be deemed to be Excess Loss Proceeds (as defined below)); or (3) invest in assets and properties as described in Section 7.05(b)(2) and Section 7.05(b)(3) hereof, substituting the term “Event of Loss” for the term “Asset Sale,” the term “Net Loss Proceeds” for the term “Net Proceeds” and the term “Excess Loss Proceeds” for the term “Excess Proceeds.” (b) In the case of Section 7.02(a)(2) or Section 7.02(a)(3), any replacement assets or property shall be pledged as Collateral, in accordance with the Collateral Documents and Section 6.13Cash Equivalents. (c) Any Unless and until any Net Loss Cash Proceeds from an Event of Loss that (other than any Net Cash Proceeds applied for general working capital purposes as and to the extent permitted pursuant to Section 2.03(b)(iv)(x)) are not finally applied as specified in clause (a) or invested as provided in accordance with Section 7.05(a) shall be deemed to constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $25.0 million2.03(b)(iv), the Borrower shall make an offer (a “Loss cause such Net Cash Proceeds Offer”) to all Lenders and to any holders of the Senior Secured Notes or Additional Parity Debt to the extent required be held by the terms thereto to purchase the maximum principal amount Collateral Agent as cash of Loans and such Senior Secured Notes and Additional Parity Debt that may be purchased out of such Excess Loss Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Loans, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of repayment and Cash Equivalents in the case of any Senior Secured Notes or Additional Parity Debt at the offer price required by the terms thereof but not to exceed 100% of the principal amount thereof, plus accrued and unpaid interest, if any. If any Excess Loss Proceeds remain after consummation or expiration of a Loss Proceeds Offer, such Excess Loss Proceeds may be used for any purpose not otherwise prohibited by this Agreement; provided that any such remaining Net Loss Proceeds shall remain subject to the Lien of the Collateral Documents. If the aggregate principal amount of the Loans tendered into such Loss Proceeds Offer exceeds the amount of Excess Loss Proceeds, then such Loans and any Senior Secured Notes or Additional Parity Debt will be purchased on a pro rata basis based on the accreted value or principal amount of such Loans and such Senior Secured Notes Additional Parity Debt tendered. The Borrower may satisfy the foregoing obligations with respect to any Net Loss Proceeds from an Event of Loss by making a Loss Proceeds Offer with respect to such Net Loss Proceeds prior to the expiration of the relevant 450 days or with respect to Net Loss Proceeds of $25.0 million or lessAccount.

Events of Loss. After any Event of Loss of Collateral comprising the Project occurring after the Final Completion Date in an amount of up to $500.0 million (a) Subject measured as the greater of the fair market value or the replacement cost of the Collateral subject to such Event of Loss), Xxxx Las Vegas, the applicable Restricted Entity or the applicable Restricted Subsidiary, as the case may be, may apply the Net Loss Proceeds from the Event of Loss to the Collateral Documentsrebuilding, repair, replacement or construction of improvements to the Project, with no obligation to make any purchase of any Notes; provided that, in the case of any such Collateral with a fair market value (or replacement cost, if higher) in excess of $15.0 million but less than or equal to $500.0 million: (a) Xxxx Las Vegas delivers to the Trustee within 60 days of the Event of Loss a written opinion from a reputable contractor that the Minimum Facilities can be rebuilt, repaired, replaced or constructed and operating within 365 days following the Event of Loss; (b) Xxxx Las Vegas delivers to the Trustee within 60 days of the Event of Loss an Officers' Certificate certifying that the applicable entity has available from Net Loss Proceeds, cash on hand or available borrowings under Indebtedness permitted to be incurred under Section 4.09 hereof to complete the rebuilding, repair, replacement or construction described in clause (a) above and, together with any anticipated revenues projected to be 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 manner that it was operating immediately prior to the Event of Loss within 365 days following the Event of Loss. Notwithstanding the foregoing provisions of this Section 4.16, if the damaged Collateral is not necessary for and is not used in the operation of the Permitted Business of the Project, the applicable entity may apply the Net Loss Proceeds to make a capital expenditure, improve real property or acquire long-term assets that are used or useful in a line of business permitted by Section 4.13 hereof. The ability of Xxxx Las Vegas, any Restricted Entities or any of their Restricted Subsidiaries to repair or restore any of the Collateral following an Event of Loss with respect that occurs on or prior to the Final Completion Date shall be governed by the Disbursement Agreement. Any Net Loss Proceeds that are not (1) permitted to be used to repair or restore the Collateral pursuant to the Disbursement Agreement, (2) reinvested as provided in the first sentence of this Section 4.16 or (3) permitted to be reinvested because those Net Loss Proceeds exceed $500.0 million, in each case, shall be deemed "Excess Loss Proceeds." Within 10 days following the date on which the aggregate amount of Excess Loss Proceeds exceeds $10.0 million, Xxxx Las Vegas shall make an offer (an "Event of Loss Offer") to all Holders 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 shall be 100% of the principal amount of the Notes Collateralto be purchased, plus accrued and unpaid interest to the date of purchase and shall be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Borrower applicable entity may use such Excess Loss Proceeds for any general corporate purpose not prohibited by this Indenture and the Collateral Documents. If the aggregate principal amount of Notes tendered in such Event of Loss Offer exceeds the Excess Loss Proceeds, the Trustee shall select the Notes to be purchased as described in Section 3.02 hereof. Upon completion of each Event of Loss Offer, the amount of Excess Loss Proceeds shall be reset at zero. Pending their application, all Excess Loss Proceeds shall either be (1) applied to temporarily reduce amounts outstanding under the Credit Agreement, or (2) invested in Cash Equivalents held in an account in which the Trustee has a perfected security interest for the benefit of the Holders, subject only to Permitted Liens and the terms of the Intercreditor Agreements; provided that such funds and securities shall be released to Xxxx Las Vegas or the affected applicable Restricted Entity or Restricted Subsidiary, as the case may be, to pay for or reimburse such Person for either (1) the actual cost of a permitted use of Excess Loss Proceeds as provided in this Section 4.16, or (2) the Event of Loss Offer, pursuant to the terms of the Collateral Documents. Xxxx Las Vegas or the applicable Restricted Entity or Restricted Subsidiary, as the case may be, shall apply grant to the Net Trustee, for the benefit of the Holders, a security interest, subject only to Permitted Liens and the terms of the Intercreditor Agreements, on any property or assets rebuilt, repaired, replaced or constructed with such Excess Loss Proceeds from such on the terms set forth in this Indenture and the Collateral Documents. In the event of an 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, within 450 days after receiptif greater) in excess of $10.0 million, at its option toXxxx Las Vegas or the applicable Restricted Entity or Restricted Subsidiary, as the case may be, shall be required to receive consideration: (1a) permanently reduce the Tranche 2 Sub-Facility and/or Obligations under this Agreement, the Senior Secured Notes and any other Additional Parity Debt in accordance with Section 7.05(b)(1)(A) hereof; (2) rebuild, repair, replace or construct improvements at least equal to the affected property or facility fair market value (or enter into evidenced by a binding agreement to do so, provided that (x) such rebuilding, repair, replacement or construction has been completed within the later of (i) 450 days after the receipt resolution of the Net Loss Proceeds and (ii) six months after the date applicable entity's Board of such binding agreement and (y) if such rebuilding, repair, replacement or construction is not consummated within the period Directors set forth in subclause (x), an Officers' Certificate delivered to the Net Loss Proceeds not so applied will be deemed Trustee) of the property or assets subject to be Excess Loss Proceeds (as defined below)); or (3) invest in assets and properties as described in Section 7.05(b)(2) and Section 7.05(b)(3) hereof, substituting the term “Event of Loss” for the term “Asset Sale,” the term “Net Loss Proceeds” for the term “Net Proceeds” and the term “Excess Loss Proceeds” for the term “Excess Proceeds.”; and (b) In at least 90% of which is in the case form of Section 7.02(a)(2) cash or Section 7.02(a)(3), any replacement assets or property Cash Equivalents. The Issuers shall be pledged as Collateral, in accordance comply with the Collateral Documents requirements of Rule 14e-1 under the Exchange Act and Section 6.13. (c) Any Net Loss Proceeds from any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Event of Loss Offer. To the extent that are the provisions of any securities laws or regulations conflict with the provisions of Sections 3.10 or 4.16 of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and shall not applied or invested as provided in Section 7.05(a) shall be deemed to constitute “Excess Loss Proceeds.” When the aggregate amount have breached their obligations under those provisions of Excess Loss Proceeds exceeds $25.0 million, the Borrower shall make an offer (a “Loss Proceeds Offer”) to all Lenders and to any holders of the Senior Secured Notes or Additional Parity Debt to the extent required this Indenture by the terms thereto to purchase the maximum principal amount of Loans and such Senior Secured Notes and Additional Parity Debt that may be purchased out virtue of such Excess Loss Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Loans, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of repayment and in the case of any Senior Secured Notes or Additional Parity Debt at the offer price required by the terms thereof but not to exceed 100% of the principal amount thereof, plus accrued and unpaid interest, if any. If any Excess Loss Proceeds remain after consummation or expiration of a Loss Proceeds Offer, such Excess Loss Proceeds may be used for any purpose not otherwise prohibited by this Agreement; provided that any such remaining Net Loss Proceeds shall remain subject to the Lien of the Collateral Documents. If the aggregate principal amount of the Loans tendered into such Loss Proceeds Offer exceeds the amount of Excess Loss Proceeds, then such Loans and any Senior Secured Notes or Additional Parity Debt will be purchased on a pro rata basis based on the accreted value or principal amount of such Loans and such Senior Secured Notes Additional Parity Debt tendered. The Borrower may satisfy the foregoing obligations with respect to any Net Loss Proceeds from an Event of Loss by making a Loss Proceeds Offer with respect to such Net Loss Proceeds prior to the expiration of the relevant 450 days or with respect to Net Loss Proceeds of $25.0 million or lessconflict.

Events of Loss. (a) Subject to the Collateral Documents, in the case of If an Event of Loss with respect to any Notes Collateral(other than a Catastrophic Casualty Event) has occurred, the Borrower or the affected Restricted SubsidiaryInsurance Proceeds and Condemnation Proceeds, as applicable, received by the case may beCompany or any Restricted Subsidiary as a result thereof will be applied to rebuilding, shall apply repairing, replacing or constructing improvements to the Net Project Facilities, with no obligation to make any purchase of Notes. (b) If an Event of Loss Proceeds from such is a Catastrophic Casualty Event, then within one hundred and twenty (120) days following the Catastrophic Casualty Event of Loss, within 450 days after receipt, at its option tothe Company will deliver to the Trustee: (1) permanently reduce a written confirmation from a reputable contractor or engineer that the Tranche 2 Sub-Facility and/or Obligations under this AgreementProject Facilities can be rebuilt, repaired, replaced or constructed and operating within five hundred and forty (540) days following the Senior Secured Notes and any other Additional Parity Debt in accordance with Section 7.05(b)(1)(A) hereof;time such proceeds are received; and (2) rebuilda certificate from an Authorized Officer certifying that the applicable entity has available from Insurance Proceeds or Condemnation Proceeds, repairas applicable, replace or construct improvements cash on hand, projected Cash Flow taking into account the impact of such event, binding equity commitments with respect to funds, anticipated insurance proceeds and/or available borrowings under Indebtedness permitted under Section 4.08 to complete the affected property or facility (or enter into a binding agreement to do so, provided that (x) such rebuilding, repair, replacement or construction has been completed within the later of (i) 450 days after the receipt of the Net Loss Proceeds and (ii) six months after the date of such binding agreement and (y) if such rebuilding, repair, replacement or construction is not consummated within the period set forth in subclause (x), the Net Loss Proceeds not so applied will be deemed to be Excess Loss Proceeds (as defined below)); or (3) invest in assets and properties as described in Section 7.05(b)(24.19(a) and Section 7.05(b)(3) hereof, substituting to pay debt service on its Indebtedness during the term “Event of Loss” for the term “Asset Sale,” the term “Net Loss Proceeds” for the term “Net Proceeds” repair and the term “Excess Loss Proceeds” for the term “Excess Proceeds.” (b) In the case of Section 7.02(a)(2) or Section 7.02(a)(3), any replacement assets or property shall be pledged as Collateral, in accordance with the Collateral Documents and Section 6.13restoration period. (c) Any Net Loss If a Catastrophic Casualty Event has occurred, but (i) the confirmation in Section 4.19(b)(1) and Section 4.19(b)(2) is not provided within the required one hundred and twenty (120) days or (ii) if provided, any Insurance Proceeds from an Event of Loss that or Condemnation Proceeds received in connection therewith are not applied reinvested (or invested as provided in Section 7.05(acommitted for investment by the Company or any Restricted Subsidiary) shall within the required five hundred and forty (540) days, such proceeds will be deemed to constitute “Excess Loss Proceeds”.” When (d) If on any date the aggregate amount of Excess Loss Proceeds exceeds $25.0 million500,000,000, then within fifteen (15) Business Days after such date, the Borrower shall Company will make an offer (a “Excess Loss Proceeds Offer”) to all Lenders and to any holders of the Senior Secured Notes Offer in accordance with Section 3.09. Such purchase, redemption or Additional Parity Debt repayment will be subject to the extent required by pro rata payment provisions in the terms thereto to purchase the maximum principal CSAA. The offer price or prepayment amount of Loans and such Senior Secured Notes and Additional Parity Debt that may be purchased out of such in any Excess Loss Proceeds, at an offer price in cash in an amount Proceeds Offer will be equal to 100% of the principal amount of the Loans, Notes plus accrued and but unpaid interest thereon, if any, to, but excluding, the date of repayment purchase, and will be payable in the case of any Senior Secured Notes or Additional Parity Debt at the offer price required by the terms thereof but not to exceed 100% of the principal amount thereof, plus accrued and unpaid interest, if anycash. If any Excess Loss Proceeds remain unapplied after consummation or expiration of a an Excess Loss Proceeds Offer, such the Company and its Restricted Subsidiaries may use those Excess Loss Proceeds may be used for any purpose not otherwise prohibited by this Agreement; provided that any such remaining Net Indenture. Upon completion of each Excess Loss Proceeds shall remain subject to the Lien of the Collateral Documents. If the aggregate principal amount of the Loans tendered into such Loss Proceeds Offer exceeds Offer, the amount of Excess Loss Proceeds, then such Loans Proceeds will be reset at zero. (e) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any Senior Secured other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Excess Loss Proceeds Offer. To the extent that the provisions of any securities laws or Additional Parity Debt regulations conflict with the provisions of Section 3.09 or this Section 4.19, or compliance with the provisions of Section 3.09 or this Section 4.19 would constitute a violation of any such laws or regulations, the Company will comply with the applicable securities laws and regulations and will not be purchased on a pro rata basis based on the accreted value deemed to have breached its obligations under Section 3.09 or principal amount this Section 4.19 by virtue of such Loans compliance. (f) If the Trustee, on behalf of the Holders, receives any Insurance Proceeds or Condemnation Proceeds applied to the prepayment of Senior Debt and such Senior Secured Notes Additional Parity Debt tendered. The Borrower may satisfy this Indenture does not require the foregoing obligations with respect Company to any Net Loss Proceeds from make an Event of Loss by making a Excess Loss Proceeds Offer with respect pursuant to this Section 4.19, the Company shall instruct the Trustee to deposit such Net Loss proceeds in the Construction Account or the Revenue Account, as applicable, and the Trustee shall be required to make such deposit. (g) Pending their application all Insurance Proceeds prior and Condemnation Proceeds while held by the Company in an Account will be invested as Authorized Investments in which the Security Trustee has a perfected Security Interest for the benefit of the Secured Parties, subject only to Permitted Liens. The Company will grant to the expiration Security Trustee, on behalf of the relevant 450 days Secured Parties, a security interest, subject only to Permitted Liens, on any property or assets purchased, rebuilt, repaired, replaced or constructed with respect to Net Loss such Insurance Proceeds of $25.0 million or lessand Condemnation Proceeds on the terms set forth in the Indenture and the Security Documents.

Events of Loss. (a) Subject to the Collateral Documents, in the case of If an Event of Loss with respect to any Notes Collateral(other than a Catastrophic Casualty Event) has occurred, the Borrower or the affected Restricted SubsidiaryInsurance Proceeds and Condemnation Proceeds, as applicable, received by the case may beCompany or any Restricted Subsidiary as a result thereof will be applied to rebuilding, shall apply repairing, replacing or constructing improvements to the Net Project Facilities, with no obligation to make any purchase of Notes. (b) If an Event of Loss Proceeds from such is a Catastrophic Casualty Event, then within one hundred and twenty (120) days following the Catastrophic Casualty Event of Loss, within 450 days after receipt, at its option tothe Company will deliver to the Trustee: (1) permanently reduce a written confirmation from a reputable contractor or engineer that the Tranche 2 Sub-Facility and/or Obligations under this AgreementProject Facilities can be rebuilt, repaired, replaced or constructed and operating within five hundred and forty (540) days following the Senior Secured Notes and any other Additional Parity Debt in accordance with Section 7.05(b)(1)(A) hereof;time such proceeds are received; and (2) rebuilda certificate from an Authorized Officer certifying that the applicable entity has available from Insurance Proceeds or Condemnation Proceeds, repairas applicable, replace or construct improvements cash on hand, projected Cash Flow taking into account the impact of such event, binding equity commitments with respect to funds, anticipated insurance proceeds and/or available borrowings under Indebtedness permitted under Section 4.08 to complete the affected property or facility (or enter into a binding agreement to do so, provided that (x) such rebuilding, repair, replacement or construction has been completed within the later of (i) 450 days after the receipt of the Net Loss Proceeds and (ii) six months after the date of such binding agreement and (y) if such rebuilding, repair, replacement or construction is not consummated within the period set forth in subclause (x), the Net Loss Proceeds not so applied will be deemed to be Excess Loss Proceeds (as defined below)); or (3) invest in assets and properties as described in Section 7.05(b)(24.08(c)(1) and Section 7.05(b)(3) hereof, substituting to pay debt service on its Indebtedness during the term “Event of Loss” for the term “Asset Sale,” the term “Net Loss Proceeds” for the term “Net Proceeds” repair and the term “Excess Loss Proceeds” for the term “Excess Proceeds.” (b) In the case of Section 7.02(a)(2) or Section 7.02(a)(3), any replacement assets or property shall be pledged as Collateral, in accordance with the Collateral Documents and Section 6.13restoration period. (c) Any Net Loss If a Catastrophic Casualty Event has occurred, but (i) the confirmation in Section 4.19(b)(1) and Section 4.19(b)(2) is not provided within the required one hundred and twenty (120) days or (ii) if provided, any Insurance Proceeds from an Event of Loss that or Condemnation Proceeds received in connection therewith are not applied reinvested (or invested as provided in Section 7.05(acommitted for investment by the Company or any Restricted Subsidiary) shall within the required five hundred and forty (540) days, such proceeds will be deemed to constitute “Excess Loss Proceeds”.” When (d) If on any date the aggregate amount of Excess Loss Proceeds exceeds $25.0 million500,000,000, then within fifteen (15) Business Days after such date, the Borrower shall Company will make an offer (a “Excess Loss Proceeds Offer”) to all Lenders and to any holders of the Senior Secured Notes Offer in accordance with Section 3.09. Such purchase, redemption or Additional Parity Debt repayment will be subject to the extent required by pro rata payment provisions in the terms thereto to purchase the maximum principal CSAA. The offer price or prepayment amount of Loans and such Senior Secured Notes and Additional Parity Debt that may be purchased out of such in any Excess Loss Proceeds, at an offer price in cash in an amount Proceeds Offer will be equal to 100% of the principal amount of the Loans, Notes plus accrued and but unpaid interest thereon, if any, to, but excluding, the date of repayment purchase, and will be payable in the case of any Senior Secured Notes or Additional Parity Debt at the offer price required by the terms thereof but not to exceed 100% of the principal amount thereof, plus accrued and unpaid interest, if anycash. If any Excess Loss Proceeds remain unapplied after consummation or expiration of a an Excess Loss Proceeds Offer, such the Company and its Restricted Subsidiaries may use those Excess Loss Proceeds may be used for any purpose not otherwise prohibited by this Agreement; provided that any such remaining Net Indenture. Upon completion of each Excess Loss Proceeds shall remain subject to the Lien of the Collateral Documents. If the aggregate principal amount of the Loans tendered into such Loss Proceeds Offer exceeds Offer, the amount of Excess Loss Proceeds, then such Loans Proceeds will be reset at zero. (e) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any Senior Secured other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Excess Loss Proceeds Offer. To the extent that the provisions of any securities laws or Additional Parity Debt regulations conflict with the provisions of Section 3.09 or this Section 4.19, or compliance with the provisions of Section 3.09 or this Section 4.19 would constitute a violation of any such laws or regulations, the Company will comply with the applicable securities laws and regulations and will not be purchased on a pro rata basis based on the accreted value deemed to have breached its obligations under Section 3.09 or principal amount this Section 4.19 by virtue of such Loans compliance. (f) If the Trustee, on behalf of the Holders, receives any Insurance Proceeds or Condemnation Proceeds applied to the prepayment of Senior Debt and such Senior Secured Notes Additional Parity Debt tendered. The Borrower may satisfy this Indenture does not require the foregoing obligations with respect Company to any Net Loss Proceeds from make an Event of Loss by making a Excess Loss Proceeds Offer with respect pursuant to this Section 4.19, the Company shall instruct the Trustee to deposit such Net Loss proceeds in the Construction Account or the Revenue Account, as applicable, and the Trustee shall be required to make such deposit. (g) Pending their application all Insurance Proceeds prior and Condemnation Proceeds while held by the Company in an Account will be invested as Authorized Investments in which the Security Trustee has a perfected Security Interest for the benefit of the Secured Parties, subject only to Permitted Liens. The Company will grant to the expiration Security Trustee, on behalf of the relevant 450 days Secured Parties, a security interest, subject only to Permitted Liens, on any property or assets purchased, rebuilt, repaired, replaced or constructed with respect to Net Loss such Insurance Proceeds of $25.0 million or lessand Condemnation Proceeds on the terms set forth in the Indenture and the Security Documents.

Events of Loss. (a) Subject to the Collateral Intercreditor Agreement and the other Security Documents, in the case of an Event of Loss with respect to any Notes Collateral, the Borrower Issuers or the affected Restricted Subsidiary, as the case may be, shall will apply the Net Loss Proceeds from such Event of Loss, within 450 days after receipt, at its option to: (1a) reduce its First Lien Obligations (and to correspondingly reduce commitments with respect thereto) and/or to permanently reduce the Tranche 2 Sub-Facility and/or (or offer to reduce) Obligations under this Agreement, the Senior Secured Notes and under any other Permitted Additional Parity Debt in accordance with Section 7.05(b)(1)(A) hereofPari Passu Obligations on a pro rata basis; (2b) rebuild, repair, replace or construct improvements to the affected property or facility (or enter into a binding agreement to do so, provided that (x) such rebuilding, repair, replacement or construction has been completed within the later of (i) 450 days after the receipt of the Net Loss Proceeds and (ii) six months 180 days after the date of such binding agreement and (y) if such rebuilding, repair, replacement or construction is not consummated within the period set forth in subclause (x), the Net Loss Proceeds not so applied will be deemed to be Excess Loss Proceeds (as defined below)); or (3c) invest in assets and properties as described in Section 7.05(b)(2) and Section 7.05(b)(3) hereof4.10(a)(2), substituting the term “Event of Loss” for the term “Asset Sale,” the term “Net Loss Proceeds” for the term “Net Proceeds” and the term “Excess Loss Proceeds” for the term “Excess Proceeds.” (b) ” In the case of Section 7.02(a)(2clause (b) or Section 7.02(a)(3)(c) above, any replacement assets or property shall be pledged as CollateralCollateral for the Notes, in accordance with if required under the Collateral Documents and Section 6.13. (c) Security Documents. Any Net Loss Proceeds from an Event of Loss that are not applied or invested as provided in clauses (a), (b) or (c) of this Section 7.05(a) shall 4.11 will be deemed to constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $25.0 million, the Borrower Issuers shall make an offer (a “Loss Proceeds Offer”) to all Lenders Holders of the Notes and to any holders of the Senior Secured Notes or Permitted Additional Parity Debt Pari Passu Obligations to the extent required by the terms thereto thereof to purchase the maximum principal amount of Loans Notes and such Senior Secured Notes and Permitted Additional Parity Debt Pari Passu Obligations that may be purchased out of such Excess Loss Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the LoansNotes, plus accrued and unpaid interest thereon, if any, to, but excluding, to the date of repayment purchase and in the case of any Senior Secured Notes or Permitted Additional Parity Debt Pari Passu Obligations at the offer price required by the terms thereof but not to exceed 100% of the principal amount thereof, plus accrued and unpaid interest, if any. If any Excess Loss Proceeds remain after consummation or expiration of a Loss Proceeds Offer, such Excess Loss Proceeds may be used for any purpose not otherwise prohibited by this Agreement; provided that any such remaining Net Loss Proceeds shall remain subject to the Lien of the Collateral DocumentsIndenture. If the aggregate principal amount of the Loans Notes and Permitted Additional Pari Passu Obligations tendered into such Loss Proceeds Offer exceeds the amount of Excess Loss Proceeds, then such Loans Notes and any Senior Secured Notes or Permitted Additional Parity Debt Pari Passu Obligations will be purchased on a pro rata basis based on the accreted value or principal amount of such Loans Notes and such Senior Secured Permitted Additional Pari Passu Obligations tendered (and the Trustee will select the tendered Notes Additional Parity Debt of tendering holders on a pro rata basis based on the amount of Notes tendered). The Borrower Issuers may satisfy the foregoing obligations with respect to any Net Loss Proceeds from an Event of Loss by making a Loss Proceeds Offer with respect to such Net Loss Proceeds prior to the expiration of the relevant 450 days or with respect to Net Loss Proceeds of $25.0 million or less. The Issuers shall comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with a Loss Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuers shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of this compliance.

Events of Loss. (a) Subject to the Collateral DocumentsOwner shall notify Purchaser as soon as practicable, but in the case no event later than ten (10) days, after Owner becomes aware of an Event of a Loss with respect to any Notes Collateral, the Borrower or the affected Restricted Subsidiary, as the case may be, shall apply the Net Loss Proceeds from such Event of Loss, within 450 days after receipt, at its option to: (1) permanently reduce the Tranche 2 Sub-Facility and/or Obligations under this Agreement, the Senior Secured Notes and any other Additional Parity Debt in accordance with Section 7.05(b)(1)(A) hereof; (2) rebuild, repair, replace or construct improvements to the affected property or facility (or enter into a binding agreement to do so, provided that (x) such rebuilding, repair, replacement or construction has been completed within the later of (i) 450 days after the receipt of the Net Loss Proceeds and (ii) six months after the date of such binding agreement and (y) if such rebuilding, repair, replacement or construction is not consummated within the period set forth in subclause (x), the Net Loss Proceeds not so applied will be deemed to be Excess Loss Proceeds (as defined below)); or (3) invest in assets and properties as described in Section 7.05(b)(2) and Section 7.05(b)(3) hereof, substituting the term “Event of Loss” for the term “Asset Sale,” the term “Net Loss Proceeds” for the term “Net Proceeds” and the term “Excess Loss Proceeds” for the term “Excess ProceedsOccurrence.” (b) In The following provisions shall apply in the case event of a Loss Occurrence during the Construction Phase: (i) Promptly after, but no later than sixty (60) days following a Loss Occurrence, Owner shall prepare and submit to the Management Committee for review and approval a Construction Budget and Schedule inclusive of all projected Reconstruction Costs associated with such Loss Occurrence. (ii) Subject to Purchaser’s termination rights under Section 7.02(a)(2) 3.3.6 or Section 7.02(a)(33.3.8, as applicable, and the rights of any Financing Party, Owner shall reconstruct or otherwise repair the Northern Pass Transmission Line in a manner consistent with Owner’s rights and obligations under Section 5.1.2(a)(i) and Section 5.2.4(a); provided, any replacement assets however, that Owner shall not commence with such reconstruction or property repair prior to the sixty-first (61st) day after the receipt by Purchaser’s Manager of the proposed Construction Budget and Schedule described in clause (b)(i) above, unless the Management Committee shall be pledged as Collateralhave approved, or Purchaser shall have agreed in accordance writing to reimburse Owner for, the costs associated therewith. Any delays in reconstruction or repair due to Owner’s compliance with the Collateral Documents and Section 6.13proviso to the first sentence of this clause (b)(ii) shall not constitute a violation of Good Utility Practice. (c) Any Net The following provisions shall apply in the event of a Loss Proceeds from Occurrence during the Operation Phase: (i) Promptly after, but no later than sixty (60) days following, a Loss Occurrence Owner shall prepare and submit to the Management Committee for review and approval a budget and schedule that sets forth all Reconstruction Costs and the expected timeline to complete the work required to reconstruct or otherwise repair the Northern Pass Transmission Line (the "Reconstruction Plan"), together with a statement for informational purposes that sets forth in reasonable detail the unamortized Rate Base calculated as of the date of such Loss Occurrence (the "Rate Base Calculation"). At the request of Purchaser’s Manager, Owner shall provide the Management Committee with access to, and copies of, all reasonably requested documentation concerning such Reconstruction Plan or Rate Base Calculation. (ii) The Management Committee shall promptly review the proposed Reconstruction Plan, and may approve such Reconstruction Plan in whole or in part. If an Event of Loss that are Impasse occurs with respect to the proposed Reconstruction Plan (or any part thereof), then the Impasse shall not applied be resolved under the dispute resolution provisions herein, and instead, subject to Purchaser’s termination rights under Section 3.3.9 or invested Section 3.3.10, as provided in Section 7.05(a) applicable, the proposed Reconstruction Plan, with any changes agreed upon by the Management Committee, shall be deemed to constitute “Excess Loss Proceedsbe (A) in effect upon the sixty-first (61st) day after the receipt by Purchaser’s Manager of such Reconstruction Plan and Rate Base Calculation and (B) approved by the Management Committee as of such date for purposes of Section 8.1.4(c)(i).” When (iii) Subject to Purchaser’s termination rights under Section 3.3.9 or Section 3.3.10, as applicable, and the aggregate amount rights of Excess Loss Proceeds exceeds $25.0 millionany Financing Party, Owner shall reconstruct or otherwise repair the Northern Pass Transmission Line in a manner consistent with Owner’s rights and obligations under Section 16.2(b) and clause (c)(iv) below; provided, however, that Owner shall not commence with such reconstruction or repair prior to the sixty- first (61st) day after the receipt by Purchaser’s Manager of the proposed Reconstruction Plan and the Rate Base Calculation described in clause (c)(i) above, unless the Management Committee shall have approved, or Purchaser shall have agreed in writing to reimburse Owner for, the Borrower shall make an offer (a “Loss Proceeds Offer”) costs associated therewith. Any delays in reconstruction or repair due to all Lenders and to any holders of Owner’s compliance with the Senior Secured Notes or Additional Parity Debt proviso to the extent required by the terms thereto to purchase the maximum principal amount first sentence of Loans and such Senior Secured Notes and Additional Parity Debt that may be purchased out this clause (c)(iii) shall not constitute a violation of such Excess Loss Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Loans, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of repayment and in the case of any Senior Secured Notes or Additional Parity Debt at the offer price required by the terms thereof but Good Utility Practice. (iv) Owner shall use commercially reasonable efforts not to exceed 100% of the principal amount thereofbudgeted amounts set forth in the Reconstruction Plan; provided, plus accrued and unpaid interesthowever, if any. If any Excess Loss Proceeds remain after consummation that, consistent with Section 16.2(b), all Reconstruction Costs, whether or expiration of a Loss Proceeds Offernot set forth in such Reconstruction Plan, such Excess Loss Proceeds may shall be used for any purpose not otherwise prohibited by this Agreement; provided that any such remaining Net Loss Proceeds shall remain subject to recoverable under the Lien of the Collateral Documents. If the aggregate principal amount of the Loans tendered into such Loss Proceeds Offer exceeds the amount of Excess Loss Proceeds, then such Loans and any Senior Secured Notes or Additional Parity Debt will be purchased on a pro rata basis based on the accreted value or principal amount of such Loans and such Senior Secured Notes Additional Parity Debt tendered. The Borrower may satisfy the foregoing obligations Formula Rate in accordance with respect to any Net Loss Proceeds from an Event of Loss by making a Loss Proceeds Offer with respect to such Net Loss Proceeds prior to the expiration of the relevant 450 days or with respect to Net Loss Proceeds of $25.0 million or lessArticle 8.

Events of Loss. (a) Subject to the Collateral Documents, in the case of If an Event of Loss with respect to any Notes Collateral(other than a Catastrophic Casualty Event) has occurred, the Borrower or the affected Restricted SubsidiaryInsurance Proceeds and Condemnation Proceeds, as applicable, received by the case may beCompany or any Restricted Subsidiary as a result thereof will be applied to rebuilding, shall apply repairing, replacing or constructing improvements to the Net Project Facilities, with no obligation to make any purchase of Notes. (b) If an Event of Loss Proceeds from such is a Catastrophic Casualty Event, then within 120 days following the Catastrophic Casualty Event of Loss, within 450 days after receipt, at its option tothe Company will deliver to the Trustee: (1) permanently reduce a written confirmation from a reputable contractor or engineer that the Tranche 2 Sub-Facility and/or Obligations under this AgreementProject Facilities can be rebuilt, repaired, replaced or constructed and operating within 540 days following the Senior Secured Notes and any other Additional Parity Debt in accordance with Section 7.05(b)(1)(A) hereof;time such proceeds are received; and (2) rebuilda certificate from an Authorized Officer certifying that the applicable entity has available from Insurance Proceeds or Condemnation Proceeds, repairas applicable, replace or construct improvements cash on hand, projected Cash Flow taking into account the impact of such event, binding equity commitments with respect to funds, anticipated insurance proceeds and/or available borrowings under Indebtedness permitted under Section 4.08 to complete the affected property or facility (or enter into a binding agreement to do so, provided that (x) such rebuilding, repair, replacement or construction has been completed within the later of (i) 450 days after the receipt of the Net Loss Proceeds and (ii) six months after the date of such binding agreement and (y) if such rebuilding, repair, replacement or construction is not consummated within the period set forth in subclause (x), the Net Loss Proceeds not so applied will be deemed to be Excess Loss Proceeds (as defined below)); or (3) invest in assets and properties as described in Section 7.05(b)(24.08(a) and Section 7.05(b)(3) hereof, substituting to pay debt service on its Indebtedness during the term “Event of Loss” for the term “Asset Sale,” the term “Net Loss Proceeds” for the term “Net Proceeds” repair and the term “Excess Loss Proceeds” for the term “Excess Proceeds.” (b) In the case of Section 7.02(a)(2) or Section 7.02(a)(3), any replacement assets or property shall be pledged as Collateral, in accordance with the Collateral Documents and Section 6.13restoration period. (c) Any Net Loss If a Catastrophic Casualty Event has occurred, but (i) the confirmation in Section 4.19(b)(1) and Section 4.19(b)(2) is not provided within the required 120 days or (ii) if provided, any Insurance Proceeds from an Event of Loss that or Condemnation Proceeds received in connection therewith are not applied reinvested (or invested as provided in Section 7.05(acommitted for investment by the Company or any Restricted Subsidiary) shall within the required 540 days, such proceeds will be deemed to constitute “Excess Loss Proceeds”.” When (d) If on any date the aggregate amount of Excess Loss Proceeds exceeds $25.0 million500,000,000, then within 15 Business Days after such date, the Borrower shall Company will make an offer (a “Excess Loss Proceeds Offer”) to all Lenders and to any holders of the Senior Secured Notes Offer in accordance with Section 3.09. Such purchase, redemption or Additional Parity Debt repayment will be subject to the extent required by pro rata payment provisions in the terms thereto to purchase the maximum principal CSAA. The offer price or prepayment amount of Loans and such Senior Secured Notes and Additional Parity Debt that may be purchased out of such in any Excess Loss Proceeds, at an offer price in cash in an amount Proceeds Offer will be equal to 100% of the principal amount of the Loans, Notes plus accrued and but unpaid interest thereonand Additional Interest, if any, to, but excluding, the date of repayment purchase, and will be payable in the case of any Senior Secured Notes or Additional Parity Debt at the offer price required by the terms thereof but not to exceed 100% of the principal amount thereof, plus accrued and unpaid interest, if anycash. If any Excess Loss Proceeds remain unapplied after consummation or expiration of a an Excess Loss Proceeds Offer, such the Company and its Restricted Subsidiaries may use those Excess Loss Proceeds may be used for any purpose not otherwise prohibited by this Agreement; provided that any such remaining Net Indenture. Upon completion of each Excess Loss Proceeds shall remain subject to the Lien of the Collateral Documents. If the aggregate principal amount of the Loans tendered into such Loss Proceeds Offer exceeds Offer, the amount of Excess Loss Proceeds, then such Loans Proceeds will be reset at zero. (e) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any Senior Secured other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Excess Loss Proceeds Offer. To the extent that the provisions of any securities laws or Additional Parity Debt regulations conflict with the provisions of Section 3.09 or this Section 4.19, or compliance with the provisions of Section 3.09 or this Section 4.19 would constitute a violation of any such laws or regulations, the Company will comply with the applicable securities laws and regulations and will not be purchased on a pro rata basis based on the accreted value deemed to have breached its obligations under Section 3.09 or principal amount this Section 4.19 by virtue of such Loans compliance. (f) If the Trustee, on behalf of the Holders, receives any Insurance Proceeds or Condemnation Proceeds applied to the prepayment of Senior Debt and such Senior Secured Notes Additional Parity Debt tendered. The Borrower may satisfy this Indenture does not require the foregoing obligations with respect Company to any Net Loss Proceeds from make an Event of Loss by making a Excess Loss Proceeds Offer with respect pursuant to this Section 4.19, the Company shall instruct the Trustee to deposit such Net Loss proceeds in the Construction Account or the Revenue Account, as applicable, and the Trustee shall be required to make such deposit. (g) Pending their application all Insurance Proceeds prior and Condemnation Proceeds while held by the Company in an Account will be invested as Authorized Investments in which the Security Trustee has a perfected Security Interest for the benefit of the Secured Parties, subject only to Permitted Liens. The Company will grant to the expiration Security Trustee, on behalf of the relevant 450 days Secured Parties, a security interest, subject only to Permitted Liens, on any property or assets purchased, rebuilt, repaired, replaced or constructed with respect to Net Loss such Insurance Proceeds of $25.0 million or lessand Condemnation Proceeds on the terms set forth in the Indenture and the Security Documents.

Events of Loss. (a) Subject to the Collateral Documents, in In the case of an Event of Loss with respect to any Notes Collateralor a series of related Events of Loss, the Borrower Company or the affected Restricted Subsidiary, as the case Subsidiary may be, shall apply the Net Loss Proceeds received from such Event of Loss, within 450 days after receipt, at its option to: (1) permanently reduce the Tranche 2 Sub-Facility and/or Obligations under this Agreement, the Senior Secured Notes and any other Additional Parity Debt in accordance with Section 7.05(b)(1)(A) hereof; (2) rebuild, repair, replace Loss or construct improvements series of related Events of Loss to the affected property or facility (or enter into a binding agreement to do so, provided that (x) such rebuilding, repair, replacement or construction has been completed of improvements to the property or asset affected by such Event of Loss or series of related Events of Loss (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 days of such Event of Loss or series of related Events of Loss an Officers’ Certificate certifying that the later Company has: (A) received a written opinion from a reputable contractor to the effect 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 or series of related Events of Loss within 365 days of delivering such opinion; and (iB) 450 days after the receipt of available from the Net Loss Proceeds and (ii) six months after or other sources sufficient funds to complete the date of such binding agreement and (y) if such rebuilding, repair, replacement or construction is not consummated within described in clause (1) above and, together with anticipated revenues projected to be generated during the period set forth in subclause repair or restoration period, to pay debt service on its Indebtedness during the repair or restoration period; and (x), 2) the Net Loss Proceeds are less than $5.0 million; provided, further, that the provisions of this paragraph will not so applied will be deemed apply to be Excess Loss Proceeds (as defined below)); or (3) invest in assets and properties as described in Section 7.05(b)(2) and Section 7.05(b)(3) hereof, substituting the term “any Event of Loss” for the term “Asset Sale,” the term “Net Loss Proceeds” for the term “Net Proceeds” and the term “Excess or a series of related Events of Loss Proceeds” for the term “Excess Proceedsthat involves assets having a Fair Market Value (or replacement cost, if greater) of less than $2.0 million.” (b) In the case of Section 7.02(a)(2) or Section 7.02(a)(3), any replacement assets or property shall be pledged as Collateral, in accordance with the Collateral Documents and Section 6.13. (c) Any Net Loss Proceeds from an Event of Loss that are not applied or invested permitted to be applied as provided in the second sentence of Section 7.05(a4.11(a) shall be deemed to will constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds equals or exceeds $25.0 5.0 million, within 15 days thereof, the Borrower shall Company will make an offer (a an “Event of Loss Proceeds Offer”) on a pro rata basis to all Lenders Holders of Notes and all Holders of other Second Lien Obligations containing provisions similar to any holders those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of the Senior Secured Notes events of loss to purchase, prepay or Additional Parity Debt to the extent required by the terms thereto to purchase redeem the maximum principal amount of Loans Notes and such Senior Secured Notes other Second Lien Obligations (plus all accrued interest on the Indebtedness and Additional Parity Debt the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased purchased, prepaid or redeemed out of such the Excess Loss Proceeds, at an . The offer price in cash in an amount any Event of Loss Offer will be equal to 100% of the principal amount of the Loansamount, plus accrued and unpaid interest thereonand Special Interest, if any, to, but excluding, to the date of repayment 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 the case of any Senior Secured Notes or Additional Parity Debt at the offer price required by the terms thereof but not to exceed 100% of the principal amount thereof, plus accrued and unpaid interest, if anycash. If any Excess Loss Proceeds remain after consummation or expiration of a an Event of Loss Proceeds Offer, such the Company may use those Excess Loss Proceeds may be used for any purpose not otherwise prohibited by this Agreement; provided that any such remaining Net Loss Proceeds shall remain subject to Indenture or the Lien of the Collateral Security Documents. If the aggregate principal amount of the Loans Notes and other Second Lien Obligations tendered into in (or required to be prepaid or redeemed in connection with) such Event of Loss Proceeds Offer exceeds the amount of Excess Loss Proceeds, then the Notes and such Loans and any Senior Secured Notes or Additional Parity Debt other Second Lien Obligations will be purchased on a pro rata basis basis, based on the accreted value amounts tendered or principal required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $100,000, or an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Event of Loss Offer, the amount of such Loans and such Senior Secured Notes Additional Parity Debt tendered. The Borrower may satisfy Excess Loss Proceeds will be reset at zero. (c) In the foregoing obligations event of an Event of Loss pursuant to clause (3) of the definition of “Event of Loss” with respect to any Net Collateral having a Fair Market Value (or replacement cost, if greater) in excess of $2.0 million, the Company or the affected Restricted Subsidiary, as the case may be, will be required to receive consideration with respect to such Event of Loss: (1) at least equal to the Fair Market Value of the property or assets subject to the Event of Loss; and (2) with respect to any Event of Loss Proceeds from of any portion of the Core Gaming Assets, at least 70% of which is in the form of cash or Cash Equivalents. (d) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Event of Loss Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this Section 4.11, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.11 by making a Loss Proceeds Offer with respect to virtue of such Net Loss Proceeds prior to the expiration of the relevant 450 days or with respect to Net Loss Proceeds of $25.0 million or lesscompliance.

Events of Loss. (a) Subject to the Collateral Documents, in the case of an Event of Loss with respect to any Notes Collateral, the Borrower Company or the affected Restricted Subsidiary, as the case may be, shall apply the Net Loss Proceeds from such Event of Loss, within 450 days after receipt, at its option to: (1) permanently reduce the Tranche 2 Sub-Facility and/or Obligations under this Agreement, the Senior Secured Notes and any other Additional Parity Debt in accordance with Section 7.05(b)(1)(A4.10(b)(1)(A) hereof; (2) rebuild, repair, replace or construct improvements to the affected property or facility (or enter into a binding agreement to do so, provided that (x) such rebuilding, repair, replacement or construction has been completed within the later of (i) 450 days after the receipt of the Net Loss Proceeds and (ii) six months after the date of such binding agreement and (y) if such rebuilding, repair, replacement or construction is not consummated within the period set forth in subclause (x), the Net Loss Proceeds not so applied will be deemed to be Excess Loss Proceeds (as defined below)); or (3) invest in assets and properties as described in Section 7.05(b)(24.10(b)(2) and Section 7.05(b)(34.10(b)(3) hereof, substituting the term “Event of Loss” for the term “Asset Sale,” the term “Net Loss Proceeds” for the term “Net Proceeds” and the term “Excess Loss Proceeds” for the term “Excess Proceeds.” (b) In the case of Section 7.02(a)(24.15(a)(2) or Section 7.02(a)(34.15(a)(3), any replacement assets or property shall be pledged as Notes Collateral, in accordance with the Collateral Documents and Section 6.13otherwise in compliance with the provisions in this Indenture governing After-Acquired Property. (c) Any Net Loss Proceeds from an Event of Loss that are not applied or invested as provided in Section 7.05(a4.15(a) shall be deemed to constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $25.0 million, the Borrower Company shall make an offer (a “Loss Proceeds Offer”) to all Lenders Holders and to any holders of the Senior Secured Notes or Additional Parity Debt to the extent required by the terms thereto to purchase the maximum principal amount of Loans Notes and such Senior Secured Notes and Additional Parity Debt that may be purchased out of such Excess Loss Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the LoansNotes, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of repayment purchase and in the case of any Senior Secured Notes or Additional Parity Debt at the offer price required by the terms thereof but not to exceed 100% of the principal amount thereof, plus accrued and unpaid interest, if any. If any Excess Loss Proceeds remain after consummation or expiration of a Loss Proceeds Offer, such Excess Loss Proceeds may be used for any purpose not otherwise prohibited by this AgreementIndenture; provided that any such remaining Net Loss Proceeds shall remain subject to the Lien of the Collateral Documents. If the aggregate principal amount of the Loans Notes tendered into such Loss Proceeds Offer exceeds the amount of Excess Loss Proceeds, then such Loans Notes and any Senior Secured Notes or Additional Parity Debt will be purchased on a pro rata basis based on the accreted value or principal amount of such Loans Notes and such Senior Secured Notes Additional Parity Debt tenderedtendered (and the Trustee shall select the tendered Notes of tendering holders on a pro rata basis based on the amount of Notes tendered with such adjustments as may be necessary so that unpurchased Notes are in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Borrower Company may satisfy the foregoing obligations with respect to any Net Loss Proceeds from an Event of Loss by making a Loss Proceeds Offer with respect to such Net Loss Proceeds prior to the expiration of the relevant 450 days or with respect to Net Loss Proceeds of $25.0 million or less. (d) 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 regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.

Events of Loss. (a) Subject to the Collateral Documents, in the case of If an Event of Loss (other than a Catastrophic Casualty Event) has occurred, Insurance Proceeds and Condemnation Proceeds, as applicable, received by the Company, TCP or any Restricted Subsidiary as a result thereof will be applied to rebuilding, repairing, replacing or constructing improvements to the Project Facilities, with respect no obligation to make any Notes Collateralpurchase of Notes. (b) If an Event of Loss is a Catastrophic Casualty Event, then within 120 days following the Catastrophic Casualty Event, the Borrower or Company will deliver to the affected Restricted Subsidiary, as the case may be, shall apply the Net Loss Proceeds from such Event of Loss, within 450 days after receipt, at its option toTrustee: (1) permanently reduce a written confirmation from a reputable contractor or engineer that the Tranche 2 Sub-Facility and/or Obligations under this AgreementProject Facilities can be rebuilt, repaired, replaced or constructed and operating within 540 days following the Senior Secured Notes and any other Additional Parity Debt in accordance with Section 7.05(b)(1)(A) hereof;time such proceeds are received; and (2) rebuilda certificate from an Authorized Officer certifying that the applicable entity has available from Insurance Proceeds or Condemnation Proceeds, repairas applicable, replace or construct improvements cash on hand, projected Cash Flow taking into account the impact of such event, binding equity commitments with respect to funds, anticipated insurance proceeds and/or available borrowings under Indebtedness permitted under Section 4.08 to complete the affected property or facility (or enter into a binding agreement to do so, provided that (x) such rebuilding, repair, replacement or construction described in sub-clause (a) above of this Section 4.19 and to pay debt service on its Indebtedness during the repair and restoration period. (c) If a Catastrophic Casualty Event has been completed within the later of occurred, but (i) 450 the confirmation in Section 4.19(b)(1) and Section 4.19(b)(2) is not provided within the required 120 days after the receipt of the Net Loss Proceeds and or (ii) six months after if provided, any Insurance Proceeds or Condemnation Proceeds received in connection therewith are not reinvested (or committed for investment by the date of such binding agreement and (yCompany, TCP or any Restricted Subsidiary) if such rebuilding, repair, replacement or construction is not consummated within the period set forth in subclause (x)required 540 days, the Net Loss Proceeds not so applied such proceeds will be deemed to be Excess Loss Proceeds (as defined below)); or (3) invest in assets and properties as described in Section 7.05(b)(2) and Section 7.05(b)(3) hereof, substituting the term “Event of Loss” for the term “Asset Sale,” the term “Net Loss Proceeds” for the term “Net Proceeds” and the term “Excess Loss Proceeds” for the term “Excess Proceeds.” (bd) In the case of Section 7.02(a)(2) or Section 7.02(a)(3), If on any replacement assets or property shall be pledged as Collateral, in accordance with the Collateral Documents and Section 6.13. (c) Any Net Loss Proceeds from an Event of Loss that are not applied or invested as provided in Section 7.05(a) shall be deemed to constitute “Excess Loss Proceeds.” When date the aggregate amount of Excess Loss Proceeds exceeds $25.0 million500,000,000, then within 15 Business Days after such date, the Borrower shall Company will make an offer (a “Excess Loss Proceeds Offer”) to all Lenders and to any holders of the Senior Secured Notes Offer in accordance with Section 3.09. Such purchase, redemption or Additional Parity Debt repayment will be subject to the extent required by pro rata payment provisions in the terms thereto to purchase the maximum principal CSAA. The offer price or prepayment amount of Loans and such Senior Secured Notes and Additional Parity Debt that may be purchased out of such in any Excess Loss Proceeds, at an offer price in cash in an amount Proceeds Offer will be equal to 100% of the principal amount of the Loans, Notes plus accrued and but unpaid interest thereoninterest, if any, to, but excluding, the date of repayment purchase, and will be payable in the case of any Senior Secured Notes or Additional Parity Debt at the offer price required by the terms thereof but not to exceed 100% of the principal amount thereof, plus accrued and unpaid interest, if anycash. If any Excess Loss Proceeds remain unapplied after consummation or expiration of a an Excess Loss Proceeds Offer, such the Company, TCP and their Restricted Subsidiaries may use those Excess Loss Proceeds may be used for any purpose not otherwise prohibited by this Agreement; provided that any such remaining Net Indenture. Upon completion of each Excess Loss Proceeds shall remain subject to the Lien of the Collateral Documents. If the aggregate principal amount of the Loans tendered into such Loss Proceeds Offer exceeds Offer, the amount of Excess Loss Proceeds, then such Loans Proceeds will be reset at zero. (e) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any Senior Secured other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Excess Loss Proceeds Offer. To the extent that the provisions of any securities laws or Additional Parity Debt regulations conflict with the provisions of Section 3.09 or this Section 4.19, or compliance with the provisions of Section 3.09 or this Section 4.19 would constitute a violation of any such laws or regulations, the Company will comply with the applicable securities laws and regulations and will not be purchased on a pro rata basis based on the accreted value deemed to have breached its obligations under Section 3.09 or principal amount this Section 4.19 by virtue of such Loans compliance. (f) If the Trustee, on behalf of the Holders, receives any Insurance Proceeds or Condemnation Proceeds applied to the prepayment of Senior Debt and such Senior Secured Notes Additional Parity Debt tendered. The Borrower may satisfy this Indenture does not require the foregoing obligations with respect Company to any Net Loss Proceeds from make an Event of Loss by making a Excess Loss Proceeds Offer with respect pursuant to this Section 4.19, the Company shall instruct the Trustee to deposit such Net Loss proceeds in the Construction Account or the Revenue Account, as applicable, and the Trustee shall be required to make such deposit. (g) Pending their application, all Insurance Proceeds prior and Condemnation Proceeds while held by the Company in an Account will be invested as Authorized Investments in which the Collateral Agent has a perfected Security Interest for the benefit of the Secured Parties, subject only to Permitted Liens. The Company and TCP will grant to the expiration Collateral Agent, on behalf of the relevant 450 days Secured Parties, a security interest, subject only to Permitted Liens, on any property or assets purchased, rebuilt, repaired, replaced or constructed with respect to Net Loss such Insurance Proceeds of $25.0 million or lessand Condemnation Proceeds on the terms set forth in this Indenture and the Security Documents.

Events of Loss. (a) Following the occurrence of (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 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 damaged 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 Collateral Documentstermination 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 an 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 with respect or Taking, as the case may be. If Seller elects to any Notes Collateralso 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 Borrower 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 affected Restricted SubsidiaryCompany 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 apply have already occurred, then Seller shall pay to Buyer, by wire transfer of immediately available funds to an account designated by Buyer, the Net Loss Proceeds from amount of such Event Minor Loss. To assist Buyer in its evaluation of any and all Events of Loss, within 450 days after receipt, at its option to: (1) permanently reduce the Tranche 2 Sub-Facility and/or Obligations under this Agreement, the Senior Secured Notes and any other Additional Parity Debt in accordance with Section 7.05(b)(1)(A) hereof; (2) rebuild, repair, replace or construct improvements Seller shall provide Buyer such access to the affected property or facility (or enter into a binding agreement to do soAssets and such information as Buyer may reasonably request in connection therewith. In the event of such adjustment of the Base Purchase Price, provided that (x) such rebuilding, repair, replacement or construction has been completed within the later of (i) 450 days after Seller shall be entitled to receive and retain any insurance, condemnation award or other third-party proceeds received by the receipt of the Net Loss Proceeds and Company or Seller before Closing, (ii) six months after any insurance, condemnation award or other third-party proceeds received by the date of such binding agreement Company or Buyer following Closing shall be remitted promptly by Buyer to Seller, and (yiii) if such rebuildingSeller shall not be obligated to indemnify, repair, replacement or construction is not consummated within the period set forth in subclause (x), the Net Loss Proceeds not so applied will be deemed to be Excess Loss Proceeds (as defined below)); or (3) invest in assets and properties as described in Section 7.05(b)(2) and Section 7.05(b)(3) hereof, substituting the term “Event of Loss” for the term “Asset Sale,” the term “Net Loss Proceeds” for the term “Net Proceeds” and the term “Excess Loss Proceeds” for the term “Excess Proceeds.” (b) In the case of Section 7.02(a)(2) or Section 7.02(a)(3), otherwise have any replacement assets or property shall be pledged as Collateral, in accordance with the Collateral Documents and Section 6.13. (c) Any Net Loss Proceeds from an Event of Loss that are not applied or invested as provided in Section 7.05(a) shall be deemed to constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $25.0 million, the Borrower shall make an offer (a “Loss Proceeds Offer”) to all Lenders and to any holders of the Senior Secured Notes or Additional Parity Debt to the extent required by the terms thereto to purchase the maximum principal amount of Loans and such Senior Secured Notes and Additional Parity Debt that may be purchased out of such Excess Loss Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Loans, plus accrued and unpaid interest thereon, if any, liability to, but excluding, the date of repayment and in the case of any Senior Secured Notes or Additional Parity Debt at the offer price required by the terms thereof but not to exceed 100% of the principal amount thereof, plus accrued and unpaid interest, if any. If any Excess Loss Proceeds remain after consummation or expiration of a Loss Proceeds Offer, such Excess Loss Proceeds may be used for any purpose not otherwise prohibited by this Agreement; provided that any such remaining Net Loss Proceeds shall remain subject to the Lien of the Collateral Documents. If the aggregate principal amount of the Loans tendered into such Loss Proceeds Offer exceeds the amount of Excess Loss Proceeds, then such Loans and any Senior Secured Notes or Additional Parity Debt will be purchased on a pro rata basis based on the accreted value or principal amount of such Loans and such Senior Secured Notes Additional Parity Debt tendered. The Borrower may satisfy the foregoing obligations Buyer with respect to any Net Loss Proceeds from an Event breach of Loss any representation, warranty, covenant or agreement made by making a Loss Proceeds Offer Seller in or pursuant to this Agreement with respect to such Net Loss Proceeds prior any event, fact, circumstance, occurrence or condition to the expiration extent relating to or arising from such Events of Loss and Takings (it being understood, for the relevant 450 days or avoidance of doubt, that Losses with respect to Net any Asset that is not the subject of such Events of Loss Proceeds shall not be deemed for this purpose to relate to or arise from 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. (d) In the event that the aggregate Restoration Costs and Condemnation Value with respect to one or more Events of Loss and/or Takings equals an amount in excess of $25.0 million 20,000,000, then either Buyer or lessSeller shall have the right to terminate this Agreement upon written notice to the other party delivered within ten Business Days following the date of the determination of such aggregate amount of Restoration Costs and Condemnation Value pursuant to Section 9.01(a).

Events of Loss. (a) Subject to the ABL Intercreditor Agreement and the other Collateral Documents, in the case of an Event of Loss with respect to any Notes Notes/Term Collateral, the Borrower Company or the affected Restricted Subsidiary, as the case may be, shall will apply the Net Loss Proceeds from such Event of Loss, within 450 365 days after receipt, at its option to: (1) permanently reduce the Tranche 2 Sub-Facility and/or Obligations under this Agreement, the Senior Secured Series A-1 Notes and any other Additional Parity the Series A-2 Debt in accordance with Section 7.05(b)(1)(A) hereof4.10(b)(1)(A); (2) rebuild, repair, replace or construct improvements to the affected property or facility (or enter into a binding agreement to do so, provided that (x) such rebuilding, repair, replacement or construction has been completed within the later of (i) 450 days after the receipt of the Net Loss Proceeds and (ii) six months after the date of such binding agreement and (y) if such rebuilding, repair, replacement or construction is not consummated within the period set forth in subclause (x), the Net Loss Proceeds not so applied will be deemed to be Excess Loss Proceeds (as defined below)Proceeds); or (3) invest in assets and properties as described in Section 7.05(b)(24.10(b)(2) and Section 7.05(b)(3) hereof4.10(b)(3), substituting the term “Event of Loss” for the term “Asset Sale,” the term “Net Loss Proceeds” for the term “Net Proceeds” and the term “Excess Loss Proceeds” for the term “Excess Proceeds.” (b) In the case of Section 7.02(a)(2clauses (a)(2) or (a)(3) of this Section 7.02(a)(3)4.15, any replacement assets or property shall be pledged as Notes/Term Collateral, in accordance with the Collateral Documents and otherwise in compliance with Section 6.134.19. (c) Any Net Loss Proceeds from an Event of Loss that are not applied or invested as provided in Section 7.05(a4.15(a) shall hereof will be deemed to constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $25.0 30.0 million, the Borrower shall Company will make an offer (a “Loss Proceeds Offer”) to all Lenders Holders of Series A-1 Notes and to any holders of the Senior Secured Notes or Additional Parity Series A-2 Debt to the extent required by the terms thereto to purchase the maximum principal amount of Loans and such Senior Secured Series A-1 Notes and Additional Parity Series A-2 Debt that may be purchased out of such Excess Loss Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Loans, Series A-1 Notes and the Series A-2 Debt plus accrued and unpaid interest thereon, if any, to, but excluding, to the date of repayment and in the case of any Senior Secured Notes or Additional Parity Debt at the offer price required by the terms thereof but not to exceed 100% of the principal amount thereof, plus accrued and unpaid interest, if anypurchase. If any Excess Loss Proceeds remain after consummation or expiration of a Loss Proceeds Offer, such Excess Loss Proceeds may be used for any purpose not otherwise prohibited by this Agreement; provided that any such remaining Net Loss Proceeds shall remain subject to the Lien of the Collateral DocumentsIndenture. If the aggregate principal amount of the Loans Series A-1 Notes and Series A-2 Debt tendered into such Loss Proceeds Offer exceeds the amount of Excess Loss Proceeds, then such Loans the Series A-1 Notes and any Senior Secured Notes or Additional Parity the Series A-2 Debt will be purchased on a pro rata basis based on the accreted value or principal amount of such Loans Series A-1 Notes and such Senior Secured Notes Additional Parity Series A-2 Debt tendered. The Borrower Company may satisfy the foregoing obligations with respect to any Net Loss Proceeds from an Event of Loss by making a Loss Proceeds Offer with respect to such Net Loss Proceeds prior to the expiration of the relevant 450 365 days or with respect to Net Loss Proceeds of $25.0 30.0 million or less. (d) 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 regulations are applicable in connection with the repurchase of the Notes pursuant to a Loss Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations described in this Indenture by virtue thereof.

Events of Loss. (a) Subject to In the Collateral Documents, in the case event of an Event of Loss with respect to any Notes CollateralLoss, the Borrower Company or the affected Restricted SubsidiarySubsidiary of the Company, as the case may be, shall may apply the Net Loss Proceeds from such Event of Loss, within 450 days after receipt, at its option to: (1) permanently reduce the Tranche 2 Sub-Facility and/or Obligations under this Agreement, the Senior Secured Notes and any other Additional Parity Debt in accordance with Section 7.05(b)(1)(A) hereof; (2) rebuild, repair, replace or construct improvements Loss to the affected property or facility (or enter into a binding agreement to do so, provided that (x) such rebuilding, repair, replacement or construction has been completed within of improvements to the later property affected by such Event of Loss (i) 450 days after the receipt "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 days of such Event of 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 and (ii) six months after or other sources sufficient funds to complete the date of such binding agreement and (y) if such rebuilding, repair, replacement or of construction is not consummated within the period set forth in subclause (x), the Net Loss Proceeds not so applied will be deemed to be Excess Loss Proceeds (as defined below)); or (3) invest in assets and properties as described in Section 7.05(b)(2clause (1) and Section 7.05(b)(3) hereof, substituting the term “Event of Loss” for the term “Asset Sale,” the term “Net Loss Proceeds” for the term “Net Proceeds” and the term “Excess Loss Proceeds” for the term “Excess Proceedsabove.” (b) In the case of Section 7.02(a)(2) or Section 7.02(a)(3), any replacement assets or property shall be pledged as Collateral, in accordance with the Collateral Documents and Section 6.13. (c) Any Net Loss Proceeds from an Event of Loss that are not applied reinvested or invested not permitted to be reinvested as provided in subsection (a) of this Section 7.05(a) 4.16 shall be deemed to constitute “"Excess Loss Proceeds.” When " On the first date on which the aggregate amount of Excess Loss Proceeds exceeds $25.0 million5,000,000 (the "Event of Loss Offer Trigger Date"), the Borrower Company shall make an offer (a “an "Event of Loss Proceeds Offer”") to all Lenders and to any holders of the Senior Secured Notes or Additional Parity Debt to the extent required by the terms thereto Holders to purchase or redeem with the proceeds of Events of Loss the maximum principal amount of Loans and such Senior Secured Notes and Additional Parity Debt that may be purchased out of such the Excess Loss Proceeds, at an . The offer price in cash in an amount any Event of Loss Offer shall be equal to 100% of the principal amount of the Loans, plus accrued and unpaid interest thereonand Additional Interest, if any, to, but excluding, to the date of repayment purchase, and shall be payable in the case of any Senior Secured Notes or Additional Parity Debt at the offer price required by the terms thereof but not to exceed 100% of the principal amount thereof, plus accrued and unpaid interest, if anycash. If any Excess Loss Proceeds remain after consummation or expiration of a an Event of Loss Proceeds Offer, the Company may use such Excess Loss Proceeds may be used for any purpose not otherwise prohibited by this AgreementIndenture and the Collateral Documents; provided that any such remaining Net Loss Proceeds shall remain subject to the Lien of the Collateral Documents. If the aggregate principal amount of the Loans Notes tendered into such pursuant to an Event of Loss Proceeds Offer exceeds the amount of Excess Loss Proceeds, then such Loans and any Senior Secured the trustee shall select the Notes or Additional Parity Debt will to be purchased on a pro rata basis based on the accreted value or principal amount of such Loans and such Senior Secured Notes Additional Parity Debt tendered. The Borrower may satisfy . (c) If the foregoing obligations with respect Company is required to any Net Loss Proceeds from make an Event of Loss Offer, the Company shall mail, within 30 days following the Event of Loss Offer Trigger Date, an unconditional notice to the Holders. Such notice shall be sent by making a first-class mail, postage prepaid, to the Trustee and to each Holder, at the address appearing in the register maintained by the Registrar of the Notes, and shall state: (1) 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 Offer with respect to repurchase such Net Notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, to the purchase 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) 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 Offer shall cease to accrue interest after the Excess Loss Proceeds Payment Date; (5) that Holders accepting the offer to have their Notes purchased pursuant to an Event of Loss Offer shall be required to surrender the 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 expiration close of business on the Business Day preceding the Excess Loss Proceeds Payment Date; (6) that Holders shall be entitled to withdraw their acceptance of the relevant 450 days or with respect to Net Event of Loss Offer if the Paying Agent receives, not later than the close of business 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 shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $25.0 million 1,000 or lessintegral 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 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.

Events of Loss. (a) Subject to the Collateral DocumentsOwner shall notify Purchaser as soon as practicable, but in the case no event later than ten (10) days, after Owner becomes aware of an Event of a Loss with respect to any Notes Collateral, the Borrower or the affected Restricted Subsidiary, as the case may be, shall apply the Net Loss Proceeds from such Event of Loss, within 450 days after receipt, at its option to: (1) permanently reduce the Tranche 2 Sub-Facility and/or Obligations under this Agreement, the Senior Secured Notes and any other Additional Parity Debt in accordance with Section 7.05(b)(1)(A) hereof; (2) rebuild, repair, replace or construct improvements to the affected property or facility (or enter into a binding agreement to do so, provided that (x) such rebuilding, repair, replacement or construction has been completed within the later of (i) 450 days after the receipt of the Net Loss Proceeds and (ii) six months after the date of such binding agreement and (y) if such rebuilding, repair, replacement or construction is not consummated within the period set forth in subclause (x), the Net Loss Proceeds not so applied will be deemed to be Excess Loss Proceeds (as defined below)); or (3) invest in assets and properties as described in Section 7.05(b)(2) and Section 7.05(b)(3) hereof, substituting the term “Event of Loss” for the term “Asset Sale,” the term “Net Loss Proceeds” for the term “Net Proceeds” and the term “Excess Loss Proceeds” for the term “Excess ProceedsOccurrence.” (b) In The following provisions shall apply in the case event of a Loss Occurrence during the Construction Phase: (i) Promptly after, but no later than sixty (60) days following a Loss Occurrence, Owner shall prepare and submit to the Management Committee for review and approval a Construction Budget and Schedule inclusive of all projected Reconstruction Costs associated with such Loss Occurrence. (ii) Subject to Purchaser’s termination rights under Section 7.02(a)(2) 3.3.6 or Section 7.02(a)(33.3.8, as applicable, and the rights of any Financing Party, Owner shall reconstruct or otherwise repair the Northern Pass Transmission Line in a manner consistent with Owner’s rights and obligations under Section 5.1.2(a)(i) and Section 5.2.4(a); provided, any replacement assets however, that Owner shall not commence with such reconstruction or property repair prior to the sixty-first (61st) day after the receipt by Xxxxxxxxx’s Manager of the proposed Construction Budget and Schedule described in clause (b)(i) above, unless the Management Committee shall be pledged as Collateralhave approved, or Purchaser shall have agreed in accordance writing to reimburse Owner for, the costs associated therewith. Any delays in reconstruction or repair due to Owner’s compliance with the Collateral Documents and Section 6.13proviso to the first sentence of this clause (b)(ii) shall not constitute a violation of Good Utility Practice. (c) Any Net The following provisions shall apply in the event of a Loss Proceeds from Occurrence during the Operation Phase: (i) Promptly after, but no later than sixty (60) days following, a Loss Occurrence Owner shall prepare and submit to the Management Committee for review and approval a budget and schedule that sets forth all Reconstruction Costs and the expected timeline to complete the work required to reconstruct or otherwise repair the Northern Pass Transmission Line (the "Reconstruction Plan"), together with a statement for informational purposes that sets forth in reasonable detail the unamortized Rate Base calculated as of the date of such Loss Occurrence (the "Rate Base Calculation"). At the request of Purchaser’s Manager, Owner shall provide the Management Committee with access to, and copies of, all reasonably requested documentation concerning such Reconstruction Plan or Rate Base Calculation. (ii) The Management Committee shall promptly review the proposed Reconstruction Plan, and may approve such Reconstruction Plan in whole or in part. If an Event of Loss that are Impasse occurs with respect to the proposed Reconstruction Plan (or any part thereof), then the Impasse shall not applied be resolved under the dispute resolution provisions herein, and instead, subject to Purchaser’s termination rights under Section 3.3.9 or invested Section 3.3.10, as provided in Section 7.05(a) applicable, the proposed Reconstruction Plan, with any changes agreed upon by the Management Committee, shall be deemed to constitute “Excess Loss Proceedsbe (A) in effect upon the sixty-first (61st) day after the receipt by Purchaser’s Manager of such Reconstruction Plan and Rate Base Calculation and (B) approved by the Management Committee as of such date for purposes of Section 8.1.4(c)(i).” When (iii) Subject to Purchaser’s termination rights under Section 3.3.9 or Section 3.3.10, as applicable, and the aggregate amount rights of Excess Loss Proceeds exceeds $25.0 millionany Financing Party, Owner shall reconstruct or otherwise repair the Northern Pass Transmission Line in a manner consistent with Owner’s rights and obligations under Section 16.2(b) and clause (c)(iv) below; provided, however, that Owner shall not commence with such reconstruction or repair prior to the sixty- first (61st) day after the receipt by Xxxxxxxxx’s Manager of the proposed Reconstruction Plan and the Rate Base Calculation described in clause (c)(i) above, unless the Management Committee shall have approved, or Purchaser shall have agreed in writing to reimburse Owner for, the Borrower shall make an offer (a “Loss Proceeds Offer”) costs associated therewith. Any delays in reconstruction or repair due to all Lenders and to any holders of Owner’s compliance with the Senior Secured Notes or Additional Parity Debt proviso to the extent required by the terms thereto to purchase the maximum principal amount first sentence of Loans and such Senior Secured Notes and Additional Parity Debt that may be purchased out this clause (c)(iii) shall not constitute a violation of such Excess Loss Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Loans, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of repayment and in the case of any Senior Secured Notes or Additional Parity Debt at the offer price required by the terms thereof but Good Utility Practice. (iv) Owner shall use commercially reasonable efforts not to exceed 100% of the principal amount thereofbudgeted amounts set forth in the Reconstruction Plan; provided, plus accrued and unpaid interesthowever, if any. If any Excess Loss Proceeds remain after consummation that, consistent with Section 16.2(b), all Reconstruction Costs, whether or expiration of a Loss Proceeds Offernot set forth in such Reconstruction Plan, such Excess Loss Proceeds may shall be used for any purpose not otherwise prohibited by this Agreement; provided that any such remaining Net Loss Proceeds shall remain subject to recoverable under the Lien of the Collateral Documents. If the aggregate principal amount of the Loans tendered into such Loss Proceeds Offer exceeds the amount of Excess Loss Proceeds, then such Loans and any Senior Secured Notes or Additional Parity Debt will be purchased on a pro rata basis based on the accreted value or principal amount of such Loans and such Senior Secured Notes Additional Parity Debt tendered. The Borrower may satisfy the foregoing obligations Formula Rate in accordance with respect to any Net Loss Proceeds from an Event of Loss by making a Loss Proceeds Offer with respect to such Net Loss Proceeds prior to the expiration of the relevant 450 days or with respect to Net Loss Proceeds of $25.0 million or lessArticle 8.

Events of Loss. (a) Subject to the Collateral Documents, in the case of an Event of Loss with respect to any Notes Term Priority Collateral, or, after the Discharge of the ABL Obligations, an Event of Loss with respect to ABL Collateral, the Borrower or the affected Restricted Subsidiary, as the case may be, shall apply the Net Loss Proceeds from such Event of Loss, within 450 365 days after receipt, at its option to: (1) permanently reduce the Tranche 2 Sub-Facility and/or Obligations under this Agreement, the Senior Secured Notes Agreement and any other Additional Parity Debt Pari Passu Secured Indebtedness in accordance with Section 7.05(b)(1)(A7.05(b) hereof; (2) rebuild, repair, replace or construct improvements to the affected property or facility (or enter into a binding agreement to do so, ; provided that (x) such rebuilding, repair, replacement or construction has been completed within the later of (i) 450 365 days after the receipt of the Net Loss Proceeds Available Cash and (ii) six months after the date of such binding agreement and (y) if such rebuilding, repair, replacement or construction is not consummated within the period set forth in subclause (x), the Net Loss Proceeds Available Cash not so applied will be deemed to be Excess Loss Proceeds (as defined below)); or (3) invest in assets and properties as described in Section 7.05(b)(2) and Section 7.05(b)(3) hereof7.05(a)(4)(D), substituting the term “Event of Loss” for the term “Asset Sale,Disposition” and the term “Net Loss Proceeds” for the term “Net Proceeds” and the term “Excess Loss Proceeds” for the term “Excess ProceedsAvailable Cash.” (b) In the case of Section 7.02(a)(27.13(a)(2) or Section 7.02(a)(37.13(a)(3), any replacement assets or property shall be pledged as Collateral, in accordance with the Collateral Documents and Section 6.13. (c) Any Net Loss Proceeds from an Event of Loss that are not applied or invested as provided in Section 7.05(a) shall be deemed to constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $25.0 20.0 million, the Borrower shall make an offer (a “Loss Proceeds Offer”) to all Lenders and to any holders of the Senior any Pari Passu Secured Notes or Additional Parity Debt Indebtedness to the extent required by the terms thereto to purchase the maximum principal amount of Loans and such Senior Pari Passu Secured Notes and Additional Parity Debt Indebtedness that may be purchased out of such Excess Loss Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of the Loans, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of repayment and in the case of any Senior Pari Passu Secured Notes or Additional Parity Debt Indebtedness at the offer price required by the terms thereof but not to exceed 100% of the principal amount thereof, plus accrued and unpaid interest, if any. If any Excess Net Loss Proceeds remain after consummation or expiration of a Loss Proceeds Offer, such Excess Loss Proceeds may be used for any purpose not otherwise prohibited by this Agreement; provided that any such remaining Net Loss Proceeds shall remain subject to the Lien of the Collateral Documents. If the aggregate principal amount of the Loans tendered into such Loss Proceeds Offer exceeds the amount of Excess Loss Proceeds, then such Loans and any Senior Pari Passu Secured Notes or Additional Parity Debt Indebtedness will be purchased on a pro rata basis based on the accreted value or principal amount of such Loans and such Senior Pari Passu Secured Notes Additional Parity Debt Indebtedness tendered. The Borrower may satisfy the foregoing obligations with respect to any Net Loss Proceeds from an Event of Loss by making a Loss Proceeds Offer with respect to such Net Loss Proceeds prior to the expiration of the relevant 450 365 days or with respect to Net Loss Proceeds Available Cash of $25.0 20.0 million or less.

Events of Loss. (a) Subject to the Collateral Documents, in the case of If an Event of Loss with respect to any Notes Collateraloccurs, the Borrower Parent or the affected Restricted Subsidiary, as the case may be, shall apply and the Parent shall cause such Restricted Subsidiary to apply, the Net Loss Cash Proceeds from relating to such Event of Loss, Loss within 450 360 days after receipt, at its option toof receipt thereof either: (1) permanently reduce to repay Debt under the Tranche 2 Sub-Facility and/or Obligations under this Agreement, the Senior Secured Notes and any other Additional Parity Debt in accordance with Section 7.05(b)(1)(A) hereofCredit Facilities; (2) rebuildto acquire all or substantially all of the assets of, repairor any Capital Interests of, replace another Permitted Business, if, after giving effect to any such acquisition of Capital Interests, the Permitted Business is or construct improvements becomes a Restricted Subsidiary of the Parent; (3) to make a capital expenditure in or that is used or useful in a Permitted Business or to make expenditures for maintenance, repair or improvement of existing properties and assets in accordance with the affected property provisions of this Indenture; (4) to acquire other assets (other than inventory) that are used or facility useful in a Permitted Business; (5) to repay or enter into repurchase Debt secured by the assets of the Parent or any Restricted Subsidiaries; or (6) in any combination of the foregoing; provided that, in the case of clause (2), (3) or (4) of this Section 4.20(a), a binding agreement to do so, provided that (x) such rebuilding, repair, replacement or construction has been completed within the later of (i) 450 days after the receipt commitment shall be treated as a permitted application of the Net Loss Cash Proceeds and (ii) six months after from the date of such binding agreement and commitment so long as the Parent or a Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of the end of such 360-day period (yan “Event of Loss Acceptable Commitment”) if and, in the event such rebuildingNet Cash Proceeds are so applied within such 180-day period, repairor any Event of Loss Acceptable Commitment is cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, then such Net Cash Proceeds shall constitute Excess Proceeds. Notwithstanding the foregoing, to the extent that such assets that were subject to such Event of Loss constituted Collateral, such replacement or construction is not consummated within the period set forth in subclause assets acquired pursuant to clauses (x2), the Net Loss Proceeds not so applied will be deemed to be Excess Loss Proceeds (as defined below)); or (3) invest in assets and properties as described in (4) of this Section 7.05(b)(24.20(a) and Section 7.05(b)(3) hereof, substituting the term “Event of Loss” for the term “Asset Sale,” the term “Net Loss Proceeds” for the term “Net Proceeds” and the term “Excess Loss Proceeds” for the term “Excess Proceedsshall also be required to constitute Collateral.” (b) In the case of Section 7.02(a)(2) or Section 7.02(a)(3), any replacement assets or property shall be pledged as Collateral, in accordance with the Collateral Documents and Section 6.13. (c) Any Net Loss Cash Proceeds from an Event Events of Loss that are not applied or invested as provided in Section 7.05(a4.20(a) shall be deemed to will constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $25.0 10.0 million, the Borrower shall Parent will, within 30 days, make an offer Offer to Purchase to (x) all Holders of Notes (on a “pro rata basis to each series of Notes), (y) in the case of Excess Proceeds which are received as a result of an Event of Loss of Collateral, to the holders of any Permitted Additional Pari Passu Obligations containing provisions similar to those set forth in this Indenture with respect to Events of Loss, and (z) in the case of Excess Proceeds Offer”) which are not received as a result of an Event of Loss of Collateral, to all Lenders and to any holders of other Debt ranking pari passu with the Senior Secured Notes or Additional Parity Debt containing provisions similar to those set forth in this Indenture with respect to Events of Loss, equal to the extent required by the terms thereto to purchase the maximum principal amount of Loans and such Senior Secured Notes and Additional Parity Debt that may be purchased out of such Excess Loss Proceeds, at an . The offer price in cash in an amount any Offer to Purchase will be equal to 100% of the principal amount of the Loans, plus accrued and unpaid interest thereon, if any, to, but excluding, to the date of repayment purchase, and will be payable in the case of any Senior Secured Notes or Additional Parity Debt at the offer price required by the terms thereof but not to exceed 100% of the principal amount thereof, plus accrued and unpaid interest, if anycash. If any Excess Loss Proceeds remain after consummation or expiration of a Loss Proceeds Offeran Offer to Purchase, such Excess Loss Proceeds the Parent may be used use those funds for any purpose not otherwise prohibited by this Agreement; provided that any such remaining Net Loss Proceeds shall remain subject to the Lien of the Collateral DocumentsIndenture and they will no longer constitute Excess Proceeds. If the aggregate principal amount of the Loans Notes, Permitted Additional Pari Passu Obligations and other pari passu debt tendered into such Loss Proceeds Offer to Purchase exceeds the amount of Excess Loss Proceeds, then such Loans the Trustee will select the Notes and, if applicable, Permitted Additional Pari Passu Obligations and any Senior Secured Notes or Additional Parity Debt will other pari passu debt to be purchased on a pro rata basis based on among each series. Upon completion of each Offer to Purchase, the accreted value or principal amount of such Loans Excess Proceeds will be reset at zero. (c) The Parent will comply with the applicable requirements of Rule 14e- 1 under the Exchange Act and such Senior Secured any other applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes Additional Parity Debt tenderedpursuant to an Offer to Purchase. The Borrower may satisfy To the foregoing obligations extent that the provisions of any securities laws or regulations conflict with respect to any Net Loss Proceeds from an the Event of Loss provisions of this Indenture, the Parent will comply with the applicable securities laws and regulations and will be deemed to have complied with its obligations under the Event of Loss provisions of this Indenture by making a Loss Proceeds Offer with respect to virtue of such Net Loss Proceeds prior to the expiration of the relevant 450 days or with respect to Net Loss Proceeds of $25.0 million or lesscompliance.