Common use of Permitted Exchange Clause in Contracts

Permitted Exchange. Subject to the terms and conditions set forth herein, including, without limitation, Section 10.5 hereof, and provided no Default, Event of Default or Borrowing Base Deficiency exists, Borrower and the other Credit Parties shall be permitted to consummate one or more Permitted Exchanges during the term of this Agreement; provided, further, that, the aggregate value (which, with respect to Mineral Interests, shall be the Recognized Value of such Mineral Interests and shall further be the net value or net Recognized Value realized or resulting from such Permitted Exchange) of all assets sold pursuant to this Section 9.14in any Fiscal Year shall not exceed ten percent (10%) of the Borrowing Base then in effect. In the event Borrower or any other Credit Party desires to consummate a Permitted Exchange, Borrower shall (1) notify Administrative Agent thereof in writing, which notice shall unambiguously describe the property Borrower or such Credit Party desires to relinquish (the “Relinquished Property”), (2) notify Administrative Agent and Banks of the execution of a purchase agreement (a “Relinquished Property PSA”) for the Relinquished Property, which Relinquished Property PSA and the terms thereof (including, without limitation, the purchase price for the Relinquished Property) shall be acceptable to Administrative Agent in its reasonable discretion, and (3) deliver a fully executed copy of such Relinquished Property PSA, together with all amendments thereto, to Administrative Agent. On or before the date of transfer and conveyance of any Relinquished Property pursuant to the terms and conditions of a Relinquished Property PSA (a “Transfer Date”), Borrower or such Credit Party shall enter into an Exchange Agreement with Qualified Intermediary pursuant to which provision shall be made for the deposit of the purchase price for such Relinquished Property into a “qualified escrow account” (within the meaning of Section 1.103(k)-1(g)(3) of the Regulations) with, and to be held by, Qualified Intermediary (such proceeds being referred to herein as the “Exchange Funds”). All such Exchange Funds shall be used for the acquisition of the applicable Replacement Property (as hereafter defined) and as otherwise set forth in such Exchange Agreement. On or before forty-five (45) days after the applicable Transfer Date (an “Identification Period”), Borrower shall either (a)(i) identify (which identification shall be made pursuant to and in compliance with the requirements of the Regulations) one or more replacement properties in a written document signed by Borrower and delivered to Administrative Agent, Banks and Qualified Intermediary, which document shall unambiguously describe the replacement property (the “Replacement Property”) and which property shall be like-kind to the applicable Relinquished Property in accordance with the rules of Section 1031(a) of the Code and otherwise acceptable to Administrative Agent and Banks in their reasonable discretion, (ii) notify Administrative Agent, Banks and Qualified Intermediary of the execution of a purchase agreement (a “Replacement Property PSA”) for such Replacement Property, which Replacement Property PSA and the terms thereof (including, without limitation, the purchase price for such Replacement Property) shall be acceptable to Administrative Agent in its reasonable discretion, and (iii) deliver a fully executed copy of such Replacement Property PSA to Administrative Agent, or (b) make a prepayment of principal on the Revolving Loan in an amount sufficient to eliminate any Borrowing Base Deficiency resulting from the sale of the applicable Relinquished Property. In the event Borrower has, prior to the expiration of the Identification Period, (1) properly identified applicable Replacement Property, (2) notified Qualified Intermediary and Administrative Agent of the execution of an applicable Replacement Property PSA, and (3) delivered a copy thereof to Administrative Agent in accordance with the terms hereof, then Borrower shall, on or prior to the date which occurs 180 days after the relevant Transfer Date (an “Exchange Date”), (A) notify Qualified Intermediary and Administrative Agent in writing that all conditions to the applicable Replacement Property PSA have been satisfied and that the seller under such Replacement Property PSA (the “Seller”) is prepared to consummate the sale of such Replacement Property to Borrower or such Credit Party, in which event, after receipt of such written notification, Borrower shall cause Qualified Intermediary to release the applicable Exchange Funds directly to the Seller on the closing date of such sale, and Borrower shall cause the conveyance and transfer of the applicable Replacement Property to Borrower or such Credit Party. Promptly following the transfer and conveyance of any Replacement Property to Borrower or such Credit Party, Borrower or such Credit Party shall comply with the terms of Section 6.1(b) hereof. In the event (y) Borrower or such Credit Party does not, prior to any applicable Exchange Date, consummate the closing of the sale of the applicable Replacement Property, or (z) the applicable Replacement Property PSA is otherwise terminated prior to any applicable Exchange Date, then Borrower shall, on the earlier of the applicable Exchange Date or the date of termination of the applicable Replacement Property PSA, make a prepayment of principal on the Revolving Loan in an amount sufficient to eliminate any Borrowing Base Deficiency resulting from the sale of any applicable Relinquished Property. Notwithstanding the foregoing or anything else to the contrary contained herein, Borrower shall comply in all respects with all of the terms and provisions of the applicable Exchange Agreement.

Permitted Exchange. Subject (a) Notwithstanding anything to the terms and conditions set forth hereincontrary contained in this Agreement, includingpursuant to one or more offers (each, without limitationa “Permitted Exchange Offer”) made from time to time by the Borrower to all Lenders (other than, Section 10.5 hereofwith respect to any Permitted Exchange Offer that constitutes an offering of securities, and provided no Defaultany Lender that, Event if requested by the Borrower, is unable to certify that it is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), (ii) an institutional “accredited investor” (as defined in Rule 501 under the Securities Act) or (iii) not a “U.S. person” (as defined in Rule 902 under the Securities Act)) with outstanding Term Loans of Default or Borrowing Base Deficiency existsa particular Class, the Borrower and the other Credit Parties shall be permitted may from time to time consummate one or more exchanges of such Term Loans for Indebtedness (in the form of senior secured, senior unsecured, senior subordinated, or subordinated notes or loans) and/or Equity Interests (such Indebtedness and/or Equity Interests, “Permitted Exchanges during Exchange Securities” and each such exchange, a “Permitted Exchange”), so long as the term of this Agreement; providedfollowing conditions are satisfied: (i) each such Permitted Exchange Offer shall be made on a pro rata basis to the Term Lenders (other than, further, that, the aggregate value (which, x) with respect to Mineral Interestsany Permitted Exchange Offer that constitutes an offering of securities, shall be any Lender that, if requested by the Recognized Value Borrower, is unable to certify that it is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), (ii) an institutional “accredited investor” (as defined in Rule 501 under the Securities Act) or (iii) not a “U.S. person” (as defined in Rule 902 under the Securities Act) or (y) any Lender that, if requested by the Borrower, is unable to certify that it can receive the type of such Mineral Interests and shall further be the net value or net Recognized Value realized or resulting from Permitted Exchange Securities being offered in connection with such Permitted Exchange) of all assets sold pursuant to this Section 9.14each applicable Class based on their respective aggregate principal amounts of outstanding Term Loans under each such Class; (ii) the aggregate principal amount (which, in any Fiscal Year the case of Qualified Equity Interests, shall be disregarded in such calculation) of such Permitted Exchange Securities shall not exceed ten percent the aggregate principal amount (10%calculated on the face amount thereof) of the Borrowing Base then Term Loans so refinanced, except by an amount equal to any fees, expenses, commissions, underwriting discounts and premiums payable in effect. In the event Borrower or any other Credit Party desires to consummate a connection with such Permitted Exchange, Borrower shall ; (1iii) notify Administrative Agent thereof in writing, which notice shall unambiguously describe the property Borrower or stated final maturity of such Credit Party desires to relinquish (Permitted Exchange Securities constituting Indebtedness is not earlier than the “Relinquished Property”), (2) notify Administrative Agent and Banks of the execution of a purchase agreement (a “Relinquished Property PSA”) latest Maturity Date for the Relinquished Property, which Relinquished Property PSA and the terms thereof (including, without limitation, the purchase price for the Relinquished Property) shall be acceptable to Administrative Agent in its reasonable discretionClass or Classes of Term Loans being exchanged, and such stated final maturity is not subject to any conditions that could result in such stated final maturity occurring on a date that precedes such latest maturity date (3) deliver a fully executed copy it being understood that acceleration or mandatory repayment, prepayment, redemption or repurchase of such Relinquished Property PSAPermitted Exchange Securities upon the occurrence of an event of default, together with all amendments theretoa change in control, an event of loss or an asset disposition shall not be deemed to Administrative Agent. On or before constitute a change in the date of transfer and conveyance of any Relinquished Property pursuant to the terms and conditions of a Relinquished Property PSA stated final maturity thereof); (a “Transfer Date”), Borrower or iv) such Credit Party shall enter into an Permitted Exchange Agreement with Qualified Intermediary pursuant to which provision shall be made for the deposit of the purchase price for such Relinquished Property into a “qualified escrow account” (within the meaning of Section 1.103(k)-1(g)(3) of the Regulations) with, and Securities are not required to be held byrepaid, Qualified Intermediary (such proceeds being referred to herein as the “Exchange Funds”). All such Exchange Funds shall be used for the acquisition of the applicable Replacement Property (as hereafter defined) and as otherwise set forth in such Exchange Agreement. On prepaid, redeemed, repurchased or before forty-five (45) days after the applicable Transfer Date (an “Identification Period”)defeased, Borrower shall either (a)(i) identify (which identification shall be made pursuant to and in compliance with the requirements of the Regulations) whether on one or more replacement properties in a written document signed by Borrower and delivered to Administrative Agentfixed dates, Banks and Qualified Intermediary, which document shall unambiguously describe upon the replacement property (occurrence of one or more events or at the “Replacement Property”) and which property shall be like-kind to the applicable Relinquished Property in accordance with the rules option of Section 1031(a) of the Code and otherwise acceptable to Administrative Agent and Banks in their reasonable discretion, (ii) notify Administrative Agent, Banks and Qualified Intermediary of the execution of a purchase agreement (a “Replacement Property PSA”) for such Replacement Property, which Replacement Property PSA and the terms any holder thereof (includingexcept, without limitationin each case, upon the purchase price for such Replacement Propertyoccurrence of an event of default, a change in control, an event of loss or an asset disposition) shall be acceptable to Administrative Agent in its reasonable discretion, and (iii) deliver a fully executed copy of such Replacement Property PSA to Administrative Agent, or (b) make a prepayment of principal on the Revolving Loan in an amount sufficient to eliminate any Borrowing Base Deficiency resulting from the sale of the applicable Relinquished Property. In the event Borrower has, prior to the expiration latest Maturity Date for the Class or Classes of Term Loans being exchanged, provided that, notwithstanding the foregoing, scheduled amortization payments (however denominated, including scheduled offers to repurchase) of such Permitted Exchange Securities shall be permitted so long as the Weighted Average Life to Maturity of such Indebtedness shall be longer than the remaining Weighted Average Life to Maturity of the Identification Period, (1) properly identified applicable Replacement Property, (2) notified Qualified Intermediary and Administrative Agent Class or Classes of the execution of an applicable Replacement Property PSA, and (3) delivered a copy thereof to Administrative Agent in accordance with the terms hereof, then Borrower shall, on or prior to the date which occurs 180 days after the relevant Transfer Date (an “Exchange Date”), (A) notify Qualified Intermediary and Administrative Agent in writing that all conditions to the applicable Replacement Property PSA have been satisfied and that the seller under such Replacement Property PSA (the “Seller”) is prepared to consummate the sale of such Replacement Property to Borrower or such Credit Party, in which event, after receipt of such written notification, Borrower shall cause Qualified Intermediary to release the applicable Exchange Funds directly to the Seller on the closing date of such sale, and Borrower shall cause the conveyance and transfer of the applicable Replacement Property to Borrower or such Credit Party. Promptly following the transfer and conveyance of any Replacement Property to Borrower or such Credit Party, Borrower or such Credit Party shall comply with the terms of Section 6.1(b) hereof. In the event (y) Borrower or such Credit Party does not, prior to any applicable Exchange Date, consummate the closing of the sale of the applicable Replacement Property, or (z) the applicable Replacement Property PSA is otherwise terminated prior to any applicable Exchange Date, then Borrower shall, on the earlier of the applicable Exchange Date or the date of termination of the applicable Replacement Property PSA, make a prepayment of principal on the Revolving Loan in an amount sufficient to eliminate any Borrowing Base Deficiency resulting from the sale of any applicable Relinquished Property. Notwithstanding the foregoing or anything else to the contrary contained herein, Borrower shall comply in all respects with all of the terms and provisions of the applicable Exchange Agreement.Term Loans being exchanged; 102

Permitted Exchange. Subject (a) Notwithstanding anything to the terms and conditions set forth hereincontrary contained in this Agreement, includingpursuant to one or more offers (each, without limitationa “Permitted Exchange Offer”) made from time to time by the Borrower to all Lenders (other than, Section 10.5 hereofwith respect to any Permitted Exchange Offer that constitutes an offering of securities, and provided no Defaultany Lender that, Event if requested by the Borrower, is unable to certify that it is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), (ii) an institutional “accredited investor” (as defined in Rule 501 under the Securities Act) or (iii) not a “U.S. person” (as defined in Rule 902 under the Securities Act)) with outstanding Term Loans of Default or Borrowing Base Deficiency existsa particular Class, the Borrower and the other Credit Parties shall be permitted may from time to time consummate one or more exchanges of such Term Loans for Indebtedness (in the form of senior secured, senior unsecured, senior subordinated, or subordinated notes or loans) and/or Equity Interests (such Indebtedness and/or Equity Interests, “Permitted Exchanges during Exchange Securities” and each such exchange, a “Permitted Exchange”), so long as the term of this Agreement; providedfollowing conditions are satisfied: (i) each such Permitted Exchange Offer shall be made on a pro rata basis to the Term Lenders (other than, further, that, the aggregate value (which, x) with respect to Mineral Interestsany Permitted Exchange Offer that constitutes an offering of securities, shall be any Lender that, if requested by the Recognized Value Borrower, is unable to certify that it is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), (ii) an institutional “accredited investor” (as defined in Rule 501 under the Securities Act) or (iii) not a “U.S. person” (as defined in Rule 902 under the Securities Act) or (y) any Lender that, if requested by the Borrower, is unable to certify that it can receive the type of such Mineral Interests and shall further be the net value or net Recognized Value realized or resulting from Permitted Exchange Securities being offered in connection with such Permitted Exchange) of all assets sold pursuant to this Section 9.14each applicable Class based on their respective aggregate principal amounts of outstanding Term Loans under each such Class; (ii) the aggregate principal amount (which, in any Fiscal Year the case of Qualified Equity Interests, shall be disregarded in such calculation) of such Permitted Exchange Securities shall not exceed ten percent the aggregate principal amount (10%calculated on the face amount thereof) of the Borrowing Base then Term Loans so refinanced, except by an amount equal to any fees, expenses, commissions, underwriting discounts and premiums payable in effect. In the event Borrower or any other Credit Party desires to consummate a connection with such Permitted Exchange; (iii) the stated final maturity of such Permitted Exchange Securities constituting Indebtedness is not earlier than the latest Maturity Date for the Class or Classes of Term Loans being exchanged, Borrower and such stated final maturity is not subject to any conditions that could result in such stated final maturity occurring on a date that precedes such latest maturity date (it being understood that acceleration or mandatory repayment, prepayment, redemption or repurchase of such Permitted Exchange Securities upon the occurrence of an event of default, a change in control, an event of loss or an asset disposition shall not be deemed to constitute a change in the stated final maturity thereof); (1iv) notify Administrative Agent such Permitted Exchange Securities are not required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except, in writingeach case, which notice upon the occurrence of an event of default, a change in control, an event of loss or an asset disposition) prior to the latest Maturity Date for the Class or Classes of Term Loans being exchanged, provided 101 that, notwithstanding the foregoing, scheduled amortization payments (however denominated, including scheduled offers to repurchase) of such Permitted Exchange Securities shall unambiguously describe be permitted so long as the property Borrower or Weighted Average Life to Maturity of such Credit Party desires Indebtedness shall be longer than the remaining Weighted Average Life to relinquish (the “Relinquished Property”), (2) notify Administrative Agent and Banks Maturity of the execution Class or Classes of Term Loans being exchanged; (v) no Restricted Subsidiary is a purchase agreement (guarantor with respect to such Indebtedness unless such Restricted Subsidiary is or substantially concurrently becomes a “Relinquished Property PSA”) for the Relinquished Property, which Relinquished Property PSA Loan Party and the terms borrower or issuer of such Indebtedness shall be the Borrower; (vi) if such Permitted Exchange Securities are secured, such Permitted Exchange Securities are secured on a pari passu basis or junior priority basis to the Term Loans that are being exchanged (A) and such Permitted Exchange Securities are not secured by any assets not securing the Obligations unless such assets substantially concurrently secure the Obligations and (B) the beneficiaries thereof (including, without limitation, the purchase price for the Relinquished Propertyor an agent on their behalf) shall be acceptable have become party to Administrative Agent in its reasonable discretion, and an Acceptable Intercreditor Agreement; (3vii) deliver a fully executed copy of such Relinquished Property PSA, together with all amendments thereto, to Administrative Agent. On or before the date of transfer and conveyance of any Relinquished Property pursuant to the terms and conditions of a Relinquished Property PSA such Permitted Exchange Securities (a “Transfer Date”excluding pricing and optional prepayment or redemption terms or covenants or other provisions applicable only to periods after the Maturity Date of the Class or Classes of Term Loans being exchanged) reflect market terms and conditions at the time of incurrence or issuance; provided that if such Permitted Exchange Securities contain any financial maintenance covenants, such covenants shall not be more restrictive than (or in addition to) those contained in this Agreement (unless such covenants are also added for the benefit of the Lenders under this Agreement, which amendment to add such covenants to this Agreement shall not require the consent of any Lender or the Administrative Agent); (viii) all Term Loans exchanged under each applicable Class by the Borrower pursuant to any Permitted Exchange shall automatically be cancelled and retired by the Borrower on date of the settlement thereof (and, Borrower if requested by the Administrative Agent, any applicable exchanging Lender shall execute and deliver to the Administrative Agent an Assignment and Assumption, or such Credit Party shall enter into an Exchange Agreement with Qualified Intermediary other form as may be reasonably requested by the Administrative Agent, in respect thereof pursuant to which provision the respective Lender assigns its interest in the Term Loans being exchanged pursuant to the Permitted Exchange to the Borrower for immediate cancellation), and accrued and unpaid interest on such Term Loans shall be made for paid to the deposit exchanging Lenders on the date of consummation of such Permitted Exchange, or, if agreed to by the Borrower and the Administrative Agent, the next scheduled Interest Payment Date with respect to such Term Loans (with such interest accruing until the date of consummation of such Permitted Exchange); (ix) if the aggregate principal amount of all Term Loans (calculated on the face amount thereof) of a given Class tendered by Lenders in respect of the purchase price for such Relinquished Property into relevant Permitted Exchange Offer (with no Lender being permitted to tender a “qualified escrow account” (within principal amount of Term Loans which exceeds the meaning of Section 1.103(k)-1(g)(3) of the Regulations) with, and to be held by, Qualified Intermediary (such proceeds being referred to herein as the “Exchange Funds”). All such Exchange Funds shall be used for the acquisition principal amount thereof of the applicable Replacement Property (as hereafter definedClass actually held by it) and as otherwise set forth in shall exceed the maximum aggregate principal amount of Term Loans of such Class offered to be exchanged by the Borrower pursuant to such Permitted Exchange Agreement. On or before forty-five (45) days after Offer, then the applicable Transfer Date (an “Identification Period”), Borrower shall either exchange Term Loans under the relevant Class tendered by such Lenders ratably up to such maximum based on the respective principal amounts so tendered, or, if such Permitted Exchange Offer shall have been made with respect to multiple Classes without specifying a maximum aggregate principal amount offered to be exchanged for each Class, and the aggregate principal amount of all Term Loans (a)(icalculated on the face amount thereof) identify of all Classes tendered by Lenders in respect of the relevant Permitted Exchange Offer (with no Lender being permitted to tender a principal amount of Term Loans which identification exceeds the principal amount thereof actually held by it) shall exceed the maximum aggregate principal amount of Term Loans of all relevant Classes offered to be made exchanged by the Borrower pursuant to and in compliance with the requirements of the Regulations) one or more replacement properties in a written document signed by Borrower and delivered to Administrative Agent, Banks and Qualified Intermediary, which document shall unambiguously describe the replacement property (the “Replacement Property”) and which property shall be like-kind to the applicable Relinquished Property in accordance with the rules of Section 1031(a) of the Code and otherwise acceptable to Administrative Agent and Banks in their reasonable discretion, (ii) notify Administrative Agent, Banks and Qualified Intermediary of the execution of a purchase agreement (a “Replacement Property PSA”) for such Replacement Property, which Replacement Property PSA and the terms thereof (including, without limitation, the purchase price for such Replacement Property) shall be acceptable to Administrative Agent in its reasonable discretion, and (iii) deliver a fully executed copy of such Replacement Property PSA to Administrative Agent, or (b) make a prepayment of principal on the Revolving Loan in an amount sufficient to eliminate any Borrowing Base Deficiency resulting from the sale of the applicable Relinquished Property. In the event Borrower has, prior to the expiration of the Identification Period, (1) properly identified applicable Replacement Property, (2) notified Qualified Intermediary and Administrative Agent of the execution of an applicable Replacement Property PSA, and (3) delivered a copy thereof to Administrative Agent in accordance with the terms hereofPermitted Exchange Offer, then Borrower shall, on or prior to the date which occurs 180 days after the relevant Transfer Date (an “Exchange Date”), (A) notify Qualified Intermediary and Administrative Agent in writing that all conditions to the applicable Replacement Property PSA have been satisfied and that the seller under such Replacement Property PSA (the “Seller”) is prepared to consummate the sale of such Replacement Property to Borrower or such Credit Party, in which event, after receipt of such written notification, Borrower shall cause Qualified Intermediary exchange Term Loans across all Classes subject to release the applicable such Permitted Exchange Funds directly to the Seller on the closing date of such sale, and Borrower shall cause the conveyance and transfer of the applicable Replacement Property to Borrower or such Credit Party. Promptly following the transfer and conveyance of any Replacement Property to Borrower or such Credit Party, Borrower or such Credit Party shall comply with the terms of Section 6.1(b) hereof. In the event (y) Borrower or such Credit Party does not, prior to any applicable Exchange Date, consummate the closing of the sale of the applicable Replacement Property, or (z) the applicable Replacement Property PSA is otherwise terminated prior to any applicable Exchange Date, then Borrower shall, on the earlier of the applicable Exchange Date or the date of termination of the applicable Replacement Property PSA, make a prepayment of principal on the Revolving Loan in an amount sufficient to eliminate any Borrowing Base Deficiency resulting from the sale of any applicable Relinquished Property. Notwithstanding the foregoing or anything else to the contrary contained herein, Borrower shall comply in all respects with all of the terms and provisions of the applicable Exchange Agreement.Offer 102

Permitted Exchange. Subject to the terms and conditions set forth herein, including, without limitation, Section 10.5 9.5 hereof, and provided no Default, Event of Default or Borrowing Base Deficiency exists, Borrower and the other Credit Parties shall be permitted to consummate one or more Permitted Exchanges during the term of this Agreement; provided, further, that, the aggregate value (which, with respect to Mineral Interests, shall be the Recognized Value of such Mineral Interests and shall further be the net value or net Recognized Value realized or resulting from such Permitted Exchange) of all assets sold pursuant to this Section 9.148.15 in any Fiscal Year shall not exceed ten percent (10%) of the Borrowing Base then in effect. In the event Borrower or any other Credit Party desires to consummate a Permitted Exchange, Borrower shall (1) notify Administrative Agent thereof in writing, which notice shall unambiguously describe the property Borrower or such Credit Party desires to relinquish (the “"Relinquished Property”"), (2) notify Administrative Agent and Banks of the execution of a purchase agreement (a “"Relinquished Property PSA”") for the Relinquished Property, which Relinquished Property PSA and the terms thereof (including, without limitation, the purchase price for the Relinquished Property) shall be acceptable to Administrative Agent in its reasonable discretion, and (3) deliver a fully executed copy of such Relinquished Property PSA, together with all amendments thereto, to Administrative Agent. On or before the date of transfer and conveyance of any Relinquished Property pursuant to the terms and conditions of a Relinquished Property PSA (a “"Transfer Date”"), Borrower or such Credit Party shall enter into an Exchange Agreement with Qualified Intermediary pursuant to which provision shall be made for the deposit of the purchase price for such Relinquished Property into a “"qualified escrow account” " (within the meaning of Section 1.103(k)-1(g)(3) of the Regulations) with, and to be held by, Qualified Intermediary (such proceeds being referred to herein as the “"Exchange Funds”"). All such Exchange Funds shall be used for the acquisition of the applicable Replacement Property (as hereafter defined) and as otherwise set forth in such Exchange Agreement. On or before forty-five (45) days after the applicable Transfer Date (an “"Identification Period”"), Borrower shall either (a)(i) identify (which identification shall be made pursuant to and in compliance with the requirements of the Regulations) one or more replacement properties in a written document signed by Borrower and delivered to Administrative Agent, Banks and Qualified Intermediary, which document shall unambiguously describe the replacement property (the “"Replacement Property”") and which property shall be like-kind to the applicable Relinquished Property in accordance with the rules of Section 1031(a) of the Code and otherwise acceptable to Administrative Agent and Banks in their reasonable discretion, (ii) notify Administrative Agent, Banks and Qualified Intermediary of the execution of a purchase agreement (a “"Replacement Property PSA”") for such Replacement Property, which Replacement Property PSA and the terms thereof (including, without limitation, the purchase price for such Replacement Property) shall be acceptable to Administrative Agent in its reasonable discretion, and (iii) deliver a fully executed copy of such Replacement Property PSA to Administrative Agent, or (b) make a prepayment of principal on the Revolving Loan in an amount sufficient to eliminate any Borrowing Base Deficiency resulting from the sale of the applicable Relinquished Property. In the event Borrower has, prior to the expiration of the Identification Period, (1) properly identified applicable Replacement Property, (2) notified Qualified Intermediary and Administrative Agent of the execution of an applicable Replacement Property PSA, and (3) delivered a copy thereof to Administrative Agent in accordance with the terms hereof, then Borrower shall, on or prior to the date which occurs 180 days after the relevant Transfer Date (an “"Exchange Date”"), (A) notify Qualified Intermediary and Administrative Agent in writing that all conditions to the applicable Replacement Property PSA have been satisfied and that the seller under such Replacement Property PSA (the “"Seller”") is prepared to consummate the sale of such Replacement Property to Borrower or such Credit PartyBorrower, in which event, after receipt of such written notification, Borrower shall cause Qualified Intermediary to release the applicable Exchange Funds directly to the Seller on the closing date of such sale, and Borrower shall cause the conveyance and transfer of the applicable Replacement Property to Borrower or such Credit PartyBorrower. Promptly following the transfer and conveyance of any Replacement Property to Borrower or such Credit PartyBorrower, Borrower or such Credit Party shall comply with the terms of Section 6.1(b5.1(b) hereof. In the event (y) Borrower or such Credit Party does not, prior to any applicable Exchange Date, consummate the closing of the sale of the applicable Replacement Property, or (z) the applicable Replacement Property PSA is otherwise terminated prior to any applicable Exchange Date, then Borrower shall, on the earlier of the applicable Exchange Date or the date of termination of the applicable Replacement Property PSA, make a prepayment of principal on the Revolving Loan in an amount sufficient to eliminate any Borrowing Base Deficiency resulting from the sale of any applicable Relinquished Property. Notwithstanding the foregoing or anything else to the contrary contained herein, Borrower shall comply in all respects with all of the terms and provisions of the applicable Exchange Agreement.

Permitted Exchange. Subject (a) Notwithstanding anything to the terms and conditions set forth hereincontrary contained in this Agreement, includingpursuant to one or more offers (each, without limitationa “Permitted Exchange Offer”) made from time to time by the Borrower to all Lenders (other than, Section 10.5 hereofwith respect to any Permitted Exchange Offer that constitutes an offering of securities, and provided no Defaultany Lender that, Event if requested by the Borrower, is unable to certify that it is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), (ii) an institutional “accredited investor” (as defined in Rule 501 under the Securities Act) or (iii) not a “U.S. person” (as defined in Rule 902 under the Securities Act)) with outstanding Term Loans of Default or Borrowing Base Deficiency existsa particular Class, the Borrower and the other Credit Parties shall be permitted may from time to time consummate one or more exchanges of such Term Loans for Indebtedness (in the form of senior secured, senior unsecured, senior subordinated, or subordinated notes or loans) and/or Equity Interests (such Indebtedness and/or Equity Interests, “Permitted Exchanges during Exchange Securities” and each such exchange, a “Permitted Exchange”), so long as the term of this Agreement; providedfollowing conditions are satisfied: (i) each such Permitted Exchange Offer shall be made on a pro rata basis to the Term Lenders (other than, further, that, the aggregate value (which, x) with respect to Mineral Interestsany Permitted Exchange Offer that constitutes an offering of securities, shall be any Lender that, if requested by the Recognized Value Borrower, is unable to certify that it is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), (ii) an institutional “accredited investor” (as defined in Rule 501 under the Securities Act) or (iii) not a “U.S. person” (as defined in Rule 902 under the Securities Act) or (y) any Lender that, if requested by the Borrower, is unable to certify that it can receive the type of such Mineral Interests and shall further be the net value or net Recognized Value realized or resulting from Permitted Exchange Securities being offered in connection with such Permitted Exchange) of all assets sold pursuant to this Section 9.14each applicable Class based on their respective aggregate principal amounts of outstanding Term Loans under each such Class; (ii) the aggregate principal amount (which, in any Fiscal Year the case of Qualified Equity Interests, shall be disregarded in such calculation) of such Permitted Exchange Securities shall not exceed ten percent the aggregate principal amount (10%calculated on the face amount thereof) of the Borrowing Base then Term Loans so refinanced, except by an amount equal to any fees, expenses, commissions, underwriting discounts and premiums payable in effect. In the event Borrower or any other Credit Party desires to consummate a connection with such Permitted Exchange; (iii) the stated final maturity of such Permitted Exchange Securities constituting Indebtedness is not earlier than the latest Maturity Date for the Class or Classes of Term Loans being exchanged, Borrower and such stated final maturity is not subject to any conditions that could result in such stated final maturity occurring on a date that precedes such latest maturity date (it being understood that acceleration or mandatory repayment, prepayment, redemption or repurchase of such Permitted Exchange Securities upon the occurrence of an event of default, a change in control, an event of loss or an asset disposition shall not be deemed to constitute a change in the stated final maturity thereof); (1iv) notify Administrative Agent such Permitted Exchange Securities are not required to be repaid, prepaid, redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except, in writingeach case, which notice upon the occurrence of an event of default, a change in control, an event of loss or an asset disposition) prior to the latest Maturity Date for the Class or Classes of Term Loans being exchanged, provided 100 that, notwithstanding the foregoing, scheduled amortization payments (however denominated, including scheduled offers to repurchase) of such Permitted Exchange Securities shall unambiguously describe be permitted so long as the property Borrower or Weighted Average Life to Maturity of such Credit Party desires Indebtedness shall be longer than the remaining Weighted Average Life to relinquish (the “Relinquished Property”), (2) notify Administrative Agent and Banks Maturity of the execution Class or Classes of Term Loans being exchanged; (v) no Restricted Subsidiary is a purchase agreement (guarantor with respect to such Indebtedness unless such Restricted Subsidiary is or substantially concurrently becomes a “Relinquished Property PSA”) for the Relinquished Property, which Relinquished Property PSA Loan Party and the terms borrower or issuer of such Indebtedness shall be the Borrower; (vi) if such Permitted Exchange Securities are secured, such Permitted Exchange Securities are secured on a pari passu basis or junior priority basis to the Term Loans that are being exchanged (A) and such Permitted Exchange Securities are not secured by any assets not securing the Obligations unless such assets substantially concurrently secure the Obligations and (B) the beneficiaries thereof (including, without limitation, the purchase price for the Relinquished Propertyor an agent on their behalf) shall be acceptable have become party to Administrative Agent in its reasonable discretion, and an Acceptable Intercreditor Agreement; (3vii) deliver a fully executed copy of such Relinquished Property PSA, together with all amendments thereto, to Administrative Agent. On or before the date of transfer and conveyance of any Relinquished Property pursuant to the terms and conditions of a Relinquished Property PSA such Permitted Exchange Securities (a “Transfer Date”excluding pricing and optional prepayment or redemption terms or covenants or other provisions applicable only to periods after the Maturity Date of the Class or Classes of Term Loans being exchanged) reflect market terms and conditions at the time of incurrence or issuance; provided that if such Permitted Exchange Securities contain any financial maintenance covenants, such covenants shall not be more restrictive than (or in addition to) those contained in this Agreement (unless such covenants are also added for the benefit of the Lenders under this Agreement, which amendment to add such covenants to this Agreement shall not require the consent of any Lender or the Administrative Agent); (viii) all Term Loans exchanged under each applicable Class by the Borrower pursuant to any Permitted Exchange shall automatically be cancelled and retired by the Borrower on date of the settlement thereof (and, Borrower if requested by the Administrative Agent, any applicable exchanging Lender shall execute and deliver to the Administrative Agent an Assignment and Assumption, or such Credit Party shall enter into an Exchange Agreement with Qualified Intermediary other form as may be reasonably requested by the Administrative Agent, in respect thereof pursuant to which provision the respective Lender assigns its interest in the Term Loans being exchanged pursuant to the Permitted Exchange to the Borrower for immediate cancellation), and accrued and unpaid interest on such Term Loans shall be made for paid to the deposit exchanging Lenders on the date of consummation of such Permitted Exchange, or, if agreed to by the Borrower and the Administrative Agent, the next scheduled Interest Payment Date with respect to such Term Loans (with such interest accruing until the date of consummation of such Permitted Exchange); (ix) if the aggregate principal amount of all Term Loans (calculated on the face amount thereof) of a given Class tendered by Lenders in respect of the purchase price for such Relinquished Property into relevant Permitted Exchange Offer (with no Lender being permitted to tender a “qualified escrow account” (within principal amount of Term Loans which exceeds the meaning of Section 1.103(k)-1(g)(3) of the Regulations) with, and to be held by, Qualified Intermediary (such proceeds being referred to herein as the “Exchange Funds”). All such Exchange Funds shall be used for the acquisition principal amount thereof of the applicable Replacement Property (as hereafter definedClass actually held by it) and as otherwise set forth in shall exceed the maximum aggregate principal amount of Term Loans of such Class offered to be exchanged by the Borrower pursuant to such Permitted Exchange Agreement. On or before forty-five (45) days after Offer, then the applicable Transfer Date (an “Identification Period”), Borrower shall either exchange Term Loans under the relevant Class tendered by such Lenders ratably up to such maximum based on the respective principal amounts so tendered, or, if such Permitted Exchange Offer shall have been made with respect to multiple Classes without specifying a maximum aggregate principal amount offered to be exchanged for each Class, and the aggregate principal amount of all Term Loans (a)(icalculated on the face amount thereof) identify of all Classes tendered by Lenders in respect of the relevant Permitted Exchange Offer (with no Lender being permitted to tender a principal amount of Term Loans which identification exceeds the principal amount thereof actually held by it) shall exceed the maximum aggregate principal amount of Term Loans of all relevant Classes offered to be made exchanged by the Borrower pursuant to and in compliance with the requirements of the Regulations) one or more replacement properties in a written document signed by Borrower and delivered to Administrative Agent, Banks and Qualified Intermediary, which document shall unambiguously describe the replacement property (the “Replacement Property”) and which property shall be like-kind to the applicable Relinquished Property in accordance with the rules of Section 1031(a) of the Code and otherwise acceptable to Administrative Agent and Banks in their reasonable discretion, (ii) notify Administrative Agent, Banks and Qualified Intermediary of the execution of a purchase agreement (a “Replacement Property PSA”) for such Replacement Property, which Replacement Property PSA and the terms thereof (including, without limitation, the purchase price for such Replacement Property) shall be acceptable to Administrative Agent in its reasonable discretion, and (iii) deliver a fully executed copy of such Replacement Property PSA to Administrative Agent, or (b) make a prepayment of principal on the Revolving Loan in an amount sufficient to eliminate any Borrowing Base Deficiency resulting from the sale of the applicable Relinquished Property. In the event Borrower has, prior to the expiration of the Identification Period, (1) properly identified applicable Replacement Property, (2) notified Qualified Intermediary and Administrative Agent of the execution of an applicable Replacement Property PSA, and (3) delivered a copy thereof to Administrative Agent in accordance with the terms hereofPermitted Exchange Offer, then Borrower shall, on or prior to the date which occurs 180 days after the relevant Transfer Date (an “Exchange Date”), (A) notify Qualified Intermediary and Administrative Agent in writing that all conditions to the applicable Replacement Property PSA have been satisfied and that the seller under such Replacement Property PSA (the “Seller”) is prepared to consummate the sale of such Replacement Property to Borrower or such Credit Party, in which event, after receipt of such written notification, Borrower shall cause Qualified Intermediary exchange Term Loans across all Classes subject to release the applicable such Permitted Exchange Funds directly to the Seller on the closing date of such sale, and Borrower shall cause the conveyance and transfer of the applicable Replacement Property to Borrower or such Credit Party. Promptly following the transfer and conveyance of any Replacement Property to Borrower or such Credit Party, Borrower or such Credit Party shall comply with the terms of Section 6.1(b) hereof. In the event (y) Borrower or such Credit Party does not, prior to any applicable Exchange Date, consummate the closing of the sale of the applicable Replacement Property, or (z) the applicable Replacement Property PSA is otherwise terminated prior to any applicable Exchange Date, then Borrower shall, on the earlier of the applicable Exchange Date or the date of termination of the applicable Replacement Property PSA, make a prepayment of principal on the Revolving Loan in an amount sufficient to eliminate any Borrowing Base Deficiency resulting from the sale of any applicable Relinquished Property. Notwithstanding the foregoing or anything else to the contrary contained herein, Borrower shall comply in all respects with all of the terms and provisions of the applicable Exchange Agreement.Offer 101