Common use of Events of Loss Clause in Contracts

Events of Loss. Within 360 days after the receipt of any Net Proceeds from an Event of Loss, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds: (1) to prepay, repay, redeem or purchase (and reduce the commitments under) any Senior Debt, including Indebtedness under the Bank Credit Facility, and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly permanently reduce commitments with respect thereto; (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company; (3) to make a capital expenditure; and/or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; provided, however, that if the Company or any Restricted Subsidiary contractually commits within such 360-day period to apply such Net Proceeds within 180 days of such contractual commitment in accordance with clause (2), (3) or (4) above, and such Net Proceeds are subsequently applied as contemplated in such contractual commitment, then the requirement for application of Net Proceeds set forth in this paragraph shall be considered satisfied. Any Net Proceeds from an Event of Loss that are not applied or invested as provided in the first paragraph of this Section 4.11 will constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, within five days thereof, the Company will make an offer (an “Event of Loss Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets to purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use those Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Event of Loss Offer exceeds the amount of Excess Loss Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Event of Loss Offer, the amount of Excess Loss Proceeds will be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer, an Asset Sale Offer or an Event of Loss Offer. To the extent that the provisions of any securities laws or regulations conflict with Sections 3.10, 4.10 or 4.16 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 Sections 3.10, 4.10 or 4.16 hereof or this Section 4.11 by virtue of such compliance.

Events of Loss. (a) Within 360 365 days after the receipt of any Net Event of Loss Proceeds from an Event of Loss, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Event of Loss Proceeds: (1) to prepaythe extent such Event of Loss Net Proceeds are attributable to an Event of Loss of assets, rights or Equity Interests, in each case that do not constitute Collateral, to repay, redeem or purchase (and reduce the commitments under) any Senior Debt, including Indebtedness under the Bank Credit Facility, andIndebtedness, if the Indebtedness repaid is revolving credit Indebtednessany, to correspondingly permanently reduce commitments with respect theretosecured by such assets, rights or Equity Interests; (2) to acquire (a) all or substantially all of the assets of, of another Person engaged in a Permitted Business or (b) any Capital Stock of, of another Person engaged in a Permitted Business, if, after giving effect to any such acquisition of Capital Stockacquisition, the Permitted Business is or becomes a Restricted Subsidiary of the Company; (3) to make a capital expenditure; and/oror (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; provided. (b) With respect to any Event of Loss, however, the amount equal to (1) the greater of the Event of Loss Proceeds from such Event of Loss and the Fair Market Value of the assets that if are the Company or any Restricted Subsidiary contractually commits within such 360-day period to apply such Net Proceeds within 180 days subject of such contractual commitment Event of Loss less (2) the amount of the Event of Loss Proceeds from such Event of Loss that are applied within 365 days after such Event of Loss in accordance with clause (2), (3a) or (4) above, and such Net Proceeds are subsequently applied as contemplated in such contractual commitment, then the requirement for application of Net Proceeds set forth in this paragraph shall be considered satisfied. Any Net Proceeds from an Event of Loss that are not applied or invested as provided in the first paragraph of this Section 4.11 4.27, will constitute “Excess Event of Loss Proceeds.” When Within 30 days after the date that the aggregate amount of Excess Event of Loss Proceeds exceeds $20.0 10.0 million, within five days thereof, the Company will make an offer (an “Event of Loss Offer”) Offer to all Holders of Notes and all holders will redeem or repay (or make an offer to do so) Pari Passu Obligations the terms of other Indebtedness that is pari passu with which require redemption or repayment (or the Notes containing provisions similar making of an offer to those set forth in this Indenture with respect to offers to purchase, prepay or redeem do so) with the proceeds of sales any Events of assets to purchaseLoss, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) Pari Passu Obligations that may be purchased, prepaid redeemed and repaid out of the Excess Event of Loss Proceeds as follows: (1) the Company will (a) make an Event of Loss Offer to all Holders of Notes in accordance with the procedures set forth in Section 3.09(b) hereof and (b) redeem or repay (or make an offer to do so) Pari Passu Obligations (and permanently reduce the related loan commitment (if any) in an amount equal to the principal amount so redeemed or repaid, other than with respect to Pari Passu Obligations of the type referred to in clause (1) of the definition thereof), pro rata in proportion to the respective principal amounts of the Notes and Pari Passu Obligations required to be redeemed or repaid, the maximum principal amount of Notes and Pari Passu Obligations that may be repurchased, repaid and redeemed out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer Proceeds; (2) the offer price for the Notes will be equal to 100% of the principal amount, amount thereof plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, repurchase and will be payable in cash. If cash and the redemption or repayment price for the Pari Passu Obligations will be equal to 100% of the principal amount or accreted value, as applicable, thereof plus accrued and unpaid interest to the date of redemption or repayment; (3) if the aggregate amount offered to Holders of the Notes validly tendered and not withdrawn by Holders thereof exceeds the pro rata portion of the aggregate amount of Excess Event of Loss Proceeds to be paid to Holders of the Notes, Notes to be purchased will be selected on a pro rata basis (provided that the minimum denomination of Notes is maintained); and (4) if any Excess Event of Loss Proceeds remain after consummation of an the applicable offer to purchase Notes and redemption or repayment of applicable Pari Passu Obligations, the amount of Excess Event of Loss Offer, the Company may use those Proceeds will be reset at zero and such remaining Excess Event of Loss Proceeds may be used for any purpose not otherwise prohibited by this Indenture. If . (c) Within five days after an Event of Loss, the aggregate principal amount Company shall deliver to the Trustee an Officer’s Certificate of Notes and other pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) its chief financial officer describing the assets that were the subject of such Event of Loss Offer exceeds Loss, the Fair Market Value of such assets and the amount of Excess Loss Proceeds, the Trustee will select the Notes cash and such other pari passu Indebtedness Fair Market Value of any assets received or expected to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed (received in connection with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Event of Loss Offer, the amount of Excess Loss Proceeds will be reset at zero. Loss. (d) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer, an Asset Sale Offer or an Event of Loss Offer. To the extent that the provisions of any securities laws or regulations conflict with Sections 3.10, 4.10 or 4.16 the provisions of Section 3.09 hereof or this Section 4.114.27, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Sections 3.10, 4.10 or 4.16 Section 3.09 hereof or this Section 4.11 4.27 by virtue of such compliance.

Events of Loss. Within 360 (a) In the event of an Event of Loss with respect to any Collateral with a fair market value (or replacement cost, if greater, if insured for their full replacement cost) equal to or less than $1,000,000, the Issuer or Guarantor, at their option, may apply the Net Loss Proceeds to purposes determined by Issuer, so long as such application does not violate this Indenture. In the event of an Event of Loss with respect to any Collateral with a fair market value (or replacement cost, if greater, if insured for their full replacement cost) in excess of $1,000,000, within 180 days after the receipt of any the Net Loss Proceeds from an of such Event of Loss, the Company Issuers or such Guarantor, at their option, may apply the Net Loss Proceeds from such Event of Loss, (1) to the rebuilding, repair or construction of improvements to the affected Collateral (the “Subject Property”) or to the investment in Replacement Assets, provided, that if such Event of Loss occurs with respect to Collateral with a fair market value in excess of $2,000,000, the Issuers deliver (A) a written opinion from a reputable contractor that the Subject Property can be rebuilt, repaired, replaced or constructed and operating within 360 days from the receipt of the Net Loss Proceeds of such Event of Loss; and (B) an Officers’ Certificate certifying that the Issuers or the affected Guarantor has available from Net Loss Proceeds (including amounts collectible from the applicable Restricted Subsidiaryinsurance carrier) or other sources sufficient funds to complete the rebuilding, repair, replacement or construction described in this clause (1); provided, also that any improvements to the Subject Property or Replacement Assets acquired with any Net Loss Proceeds of Collateral shall be owned by the Issuers or by a Guarantor and shall not be subject to any Liens other than Permitted Liens, and the Issuers or such Guarantor, as the case may be) , shall execute and deliver to the Collateral Agent such Security Documents or other instruments as shall be reasonably necessary to cause such improvements or Replacement Assets to become subject to a Lien in favor of the Collateral Agent, for the benefit of the Holders and the Tranche B Lender, securing the obligations under the Notes or the Guarantees, and the Senior Debt Credit Agreement, the Refinanced Debt and the Working Capital Facility, as the case may apply such Net Proceeds:be, and otherwise shall comply with the terms of this Indenture and the Intercreditor Agreement; or (12) if permitted by the Intercreditor Agreement, to prepay, repay, redeem or purchase (and reduce the commitments under) any Senior Debt, including Indebtedness repayment of the Tranche A Loan under the Bank Senior Debt Credit Facility, Agreement or any other Senior Debt secured by a Permitted Lien on the Collateral subject to the Event of Loss in an amount up to the Net Loss Proceeds with respect to such Collateral and, if the Indebtedness repaid such Senior Debt is revolving credit IndebtednessIndebtedness (other than the Working Capital Facility), to correspondingly permanently reduce commitments with respect thereto; (2) , in each case with no concurrent obligation to acquire all make any purchase or substantially all redemption of the assets of, or any Capital Stock of, another Permitted Business, Notes; provided that if, after giving effect to any within such acquisition of Capital Stock180-day period, the Permitted Business is Company or becomes applicable Restricted Subsidiary has entered into a definitive, binding agreement on commercially reasonable terms negotiated on an arms-length basis to apply such Net Loss Proceeds to the purchase or construction of assets permitted in this paragraph (a), then the Company may extend such 180-day period for up to an additional 180 days. The Issuers shall promptly notify the Trustee upon entry by the Company or a Restricted Subsidiary of the Company;such an agreement. (3b) to make a capital expenditure; and/or (4) to acquire other assets Any Net Loss Proceeds that are not classified as current assets under GAAP and that are used invested or useful applied within the time period specified in a Permitted Business; provided, however, that if the Company or any Restricted Subsidiary contractually commits within such 360-day period to apply such Net Proceeds within 180 days of such contractual commitment in accordance with clause (2), (3a) or (4) above, and such Net Proceeds are subsequently applied as contemplated above for the purposes provided in such contractual commitment, then the requirement for application of Net Proceeds set forth in this paragraph shall clause (a) will be considered satisfied. Any Net Proceeds from an Event of Loss that are not applied or invested as provided in the first paragraph of this Section 4.11 will deemed to constitute “Excess Loss Proceeds.” When Amount”. Within 25 days following the aggregate amount Event of Excess Loss Trigger Date, or such earlier date, if any, as the Board of Directors of ▇▇▇▇▇▇ Publishing determines not to apply the Net Loss Proceeds exceeds $20.0 millionrelating to such Event of Loss as set forth in paragraph (a) of this Section 4.21, then within five 30 days thereoffollowing such determination (but in no event later than 25 days following the Event of Loss Trigger Date), the Company Issuers will make an offer to all Holders and the Tranche B Lender (an “Event of Loss Offer”) ), to all Holders reduce the balance of Notes the Tranche B Loan and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets to purchase, prepay or redeem purchase the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest Notes, on the Indebtedness and the amount of all fees and expensesa pro rata basis, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed reduced and purchased out of the Excess Loss Proceeds. The offer price Amount at a Purchase Price in any Event of Loss Offer will be cash in an amount equal to 100101% of the principal amount, amount plus accrued and unpaid interest and Special Interest, if any, to the date fixed for the closing of purchasesuch offer, prepayment or redemption, subject to in accordance with the rights of Holders procedures set forth in Section 3.10. To the extent that the offer price for the aggregate amount of Notes on tendered and for the relevant record date reduction of the Tranche B Loan pursuant to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, Offer is less than the Company may use those Excess Loss Proceeds Amount, such remaining Excess Loss Amount shall be released to the Issuers for use for any purpose not otherwise prohibited by purposes, subject to any other applicable conditions and covenants in this IndentureIndenture and the Security Documents. If the offer price for the aggregate principal amount of Notes tendered and other pari passu Indebtedness tendered in (or required for the reduction of the Tranche B Loan pursuant to be prepaid or redeemed in connection with) such an Event of Loss Offer exceeds the amount of Excess Loss ProceedsAmount, the Trustee will shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, basis in authorized denominations based on the amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by aggregate principal amount of the Company Notes so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased)tendered. Upon completion of each any Event of Loss Offer, the amount of Excess Loss Proceeds will Amount shall be reset at zero. . (c) The Company Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and or regulations are applicable in connection with each the repurchase of the Notes pursuant to a Change of Control Offer, an Asset Sale Offer or an Event of Loss Offer. To the extent that the provisions of any securities laws or regulations conflict with Sections 3.10, 4.10 or 4.16 hereof or this Section 4.11the provisions of the Indenture, the Company Issuers will comply with the applicable securities laws and regulations and will shall not be deemed to have breached its their obligations under Sections 3.10, 4.10 or 4.16 hereof or described in the Indenture by virtue thereof. (d) In the event of any conflict between this Section 4.11 by virtue of such compliance4.21 and any Security Document, this Section 4.21 shall control; provided, that to the extent this Section 4.21 conflicts with the Intercreditor Agreement, the Intercreditor Agreement shall control.

Events of Loss. Within 360 days after the receipt of any Net Proceeds from an Event of Loss, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds: (1) to prepay, repay, redeem or purchase (and reduce the commitments under) any Senior Debtsenior secured Indebtedness, including Indebtedness under the Bank Credit Facility, and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly permanently reduce commitments with respect thereto; (2) to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company; (3) to make a capital expenditure; and/or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; provided, however, that if the Company or any Restricted Subsidiary contractually commits within such 360-day period to apply such Net Proceeds within 180 days of such contractual commitment in accordance with clause (2), (3) or (4) above, and such Net Proceeds are subsequently applied as contemplated in such contractual commitment, then the requirement for application of Net Proceeds set forth in this paragraph shall be considered satisfied. Any Net Proceeds from an Event of Loss that are not applied or invested as provided in the first paragraph of this Section 4.11 will constitute “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, within five days thereof, the Company will make an offer (an “Event of Loss Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets to purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Loss Proceeds. The offer price in any Event of Loss Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use those Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Event of Loss Offer exceeds the amount of Excess Loss Proceeds, subject to the rules of any securities depositary holding the Notes in global form, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Event of Loss Offer, the amount of Excess Loss Proceeds will be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer, an Asset Sale Offer or an Event of Loss Offer. To the extent that the provisions of any securities laws or regulations conflict with Sections 3.10, 4.10 or 4.16 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 Sections 3.10, 4.10 or 4.16 hereof or this Section 4.11 by virtue of such compliance.

Events of Loss. Within 360 days after (a) In the receipt case of any Net Proceeds from an Event of LossLoss with respect to any Notes Collateral, the Company (or the applicable Restricted Subsidiaryaffected Subsidiary Guarantor, as the case may be) may , shall, within 450 days after receipt of the Net Loss Proceeds, apply the Net Loss Proceeds from such Net ProceedsEvent of Loss at its option: (1) to prepay, repay, redeem or purchase (and permanently reduce the commitments under) any Senior Debt, including Indebtedness Obligations under the Bank Credit FacilityNotes and/or Permitted Additional Pari Passu Obligations, in each case, of the Company or any Subsidiary Guarantor and, if in the Indebtedness repaid is case of Obligations under revolving credit facilities or other similar Indebtedness, to correspondingly permanently reduce commitments with respect thereto;thereto (other than Obligations owed to the Company or a Restricted Subsidiary); provided that if the Company or any Subsidiary Guarantor shall so reduce Obligations under any Permitted Additional Pari Passu Obligations, the Company or such Subsidiary Guarantor will, either (x) equally and ratably, reduce Obligations under the Notes by, at its option, (A) redeeming Notes if the Notes are then redeemable as provided under Section 1101 or (B) purchasing Notes through open market purchases (to the extent such purchases are at a price equal to or higher than 100% of the principal amount thereof) in a manner that complies with this Indenture and applicable securities law or (y) make an offer (in accordance with the procedures for a Loss Proceeds Offer set forth in Section 1020(c)) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest, if any, on the principal amount of Notes to be repurchased; or (2) to acquire all make an investment in (A) any one or substantially all more businesses; provided that such investment in any business is in the form of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, Stock and results in the Permitted Business is Company or becomes any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary Subsidiary; provided further that such Capital Stock constitutes Notes Collateral, (B) properties that constitute Notes Collateral, (C) capital expenditures on or related to assets that constitute Notes Collateral and (D) acquisitions of the Company; (3) to make a capital expenditure; and/or (4) to acquire other assets that are not classified as current assets under GAAP constitute Notes Collateral, that in each of subclause (A), (B), (C) and that (D) of this clause (2), are used or useful in a Permitted Business; providedSimilar Business or replace the businesses, however, properties and assets that if are the Company or any Restricted Subsidiary contractually commits within such 360-day period to apply such Net Proceeds within 180 days subject of such contractual commitment in accordance with clause (2), Event of Loss; or (3) or any combination of the foregoing. (4b) above, and such Net Proceeds are subsequently applied as contemplated in such contractual commitment, then the requirement for application of Net Proceeds set forth in this paragraph shall be considered satisfied. Any Net Loss Proceeds from an any Event of Loss that are not invested or applied or invested as provided in accordance with the first paragraph foregoing clause (a) within 450 days from the date of this Section 4.11 the receipt of such Net Loss Proceeds will be deemed to constitute “Excess Loss Proceeds”; provided that if during such 450-day period the Company or a Restricted Subsidiary enters into a definitive binding agreement committing it to apply such Net Loss Proceeds to the making of investments set forth in Section 1020(a)(2) after such 450th day, such 450-day period will be extended with respect to the amount of Net Loss Proceeds so committed until such Net Loss Proceeds are required to be applied in accordance with such agreement (but such extension will in no event be for a period longer than 180 days) (or, if earlier, the date of termination of such agreement).” (c) When the aggregate amount of Excess Loss Proceeds exceeds $20.0 35.0 million, within five days thereof, the Company will shall make an offer (an “Event of Loss Offer”) to all Holders and, if required by the terms of Notes and all any Permitted Additional Pari Passu Obligations, to the holders of such Permitted Additional Pari Passu Obligations (other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture than with respect to offers Hedging Obligations) (a “Loss Proceeds Offer”), to purchase, prepay or redeem with the proceeds of sales of assets to purchase, prepay or redeem purchase the maximum aggregate principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the Permitted Additional Pari Passu Obligations that is in an amount of all fees and expenses, including premiums, incurred in connection therewith) equal to at least $2,000 that may be purchased, prepaid or redeemed purchased out of the Excess Loss Proceeds. The Proceeds at an offer price in any Event of Loss Offer will be cash in an amount equal to 100% of the principal amountamount thereof (or, in the event such Permitted Additional Pari Passu Obligations were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest and Special Interestinterest, if any, to the date fixed for the closing of purchasesuch offer, prepayment in accordance with the procedures set forth in this Indenture. The Company shall commence a Loss Proceeds Offer with respect to Excess Loss Proceeds within ten Business Days after the date that Excess Loss Proceeds exceed $35.0 million by mailing or redemption, subject electronically sending the notice required pursuant to the rights terms of Holders of Notes on this Indenture, with a copy to the relevant record date Trustee. The Company may satisfy the foregoing obligations with respect to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of from an Event of Loss Offerby making a Loss Proceeds Offer with respect to such Excess Loss Proceeds prior to the expiration of the relevant 450 days (or such longer period provided above) or with respect to Excess Loss Proceeds of $35.0 million or less. (d) To the extent that the aggregate amount of Notes and such Permitted Additional Pari Passu Obligations tendered pursuant to a Loss Proceeds Offer is less than the Excess Loss Proceeds, the Company may use those any remaining Excess Loss Proceeds for any purpose not otherwise prohibited by general corporate purposes, subject to the other covenants contained in this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) the Permitted Additional Pari Passu Obligations surrendered by such Event of Loss Offer holders thereof exceeds the amount of Excess Loss Proceeds, the Trustee will select shall select, or cause to be selected, the Notes and such other pari passu Indebtedness Permitted Additional Pari Passu Obligations to be purchased on a pro rata basisbasis based on, based on at the amounts tendered election of the Company, the accreted value or required to be prepaid principal amount of the Notes or redeemed (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased)Permitted Additional Pari Passu Obligations tendered. Upon completion of each Event of any such Loss Proceeds Offer, the amount of Excess Loss Proceeds will related to such Loss Proceeds Offer shall be reset at zero. , and in the case of a Loss Proceeds Offer being effected in advance of being required to do so by this Indenture, the amount of Net Loss Proceeds the Company is offering to apply in such Loss Proceeds Offer shall be excluded in subsequent calculations of Excess Loss Proceeds. (e) Pending the final application of any Excess Loss Proceeds pursuant to this Section 1020 and in a manner that is otherwise permitted by this Indenture, when the amount of any Excess Loss Proceeds exceeds $10 million, the Company or the applicable Subsidiary Guarantor shall deposit such Excess Loss Proceeds into the Collateral Account; provided that upon the occurrence and during the continuance of a Default, all such Excess Loss Proceeds shall be deposited into and remain in the Collateral Account pending the final application of any Excess Loss Proceeds pursuant to this Section 1020 and in a manner that is otherwise permitted by this Indenture. (f) The Company will shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and or regulations are applicable in connection with each the repurchase of Notes pursuant to a Change of Control Offer, an Asset Sale Offer or an Event of Loss Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with Sections 3.10, 4.10 or 4.16 hereof or the provisions of this Section 4.11Indenture, the Company will shall comply with the applicable securities laws and regulations and will shall not be deemed to have breached its obligations under Sections 3.10described in this Indenture by virtue thereof. (g) If the Company is repurchasing less than all of the Notes at any time, 4.10 the Company shall select the Notes to be repurchased (a) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which such Notes are listed or 4.16 hereof (b) if such Notes are not so listed, on a pro rata basis to the extent practicable; provided that no Notes of $2,000 or less shall be repurchased in part. (h) Within 30 days after the Company becomes obligated to make a Loss Proceeds Offer, the Company shall send notice of that Loss Proceeds Offer electronically or by first class mail, with a copy to the Trustee, to each Holder to the address of that Holder appearing in the security register of Holders, or otherwise in accordance with the procedures of the Depository with a copy to the Trustee, with the following information: (1) a Loss Proceeds Offer is being made pursuant to this Section 4.11 1020, the total amount of the Loss Proceeds Offer, and that all Notes properly tendered pursuant to the Loss Proceeds Offer shall be accepted for payment, subject to prorating if the aggregate principal amount of Notes tendered is greater than the amount of the Loss Proceeds Offer, as contemplated by virtue Section 1020(d); (2) the purchase price and the purchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is delivered (the “Event of Loss Payment Date”); (3) any Note not properly tendered shall remain outstanding and continue to accrue interest; (4) unless the Company defaults in the payment of the Loss Proceeds Offer, all Notes accepted for payment pursuant to the Loss Proceeds Offer shall cease to accrue interest on the Event of Loss Payment Date; (5) Holders electing to have any Notes purchased pursuant to a Loss Proceeds Offer shall be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Event of Loss Payment Date; (6) Holders shall be entitled to withdraw their tendered Notes and their election to require the Company to purchase such complianceNotes; provided that the paying agent receives, not later than the close of business on the last day of the offer period, an electronic transmission, facsimile transmission, or letter setting forth the name of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; and (7) Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 or an integral multiple of $1,000 in excess thereof. (i) While the Notes are in global form and the Company makes a Loss Proceeds Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject to its rules and regulations. (j) On the Event of Loss Payment Date, the Company shall, to the extent permitted by law, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Loss Proceeds Offer, (2) deposit with the Paying Agent an amount equal to the aggregate payment of the Loss Proceeds Offer, and (3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officers’ Certificate stating that such Notes or portions thereof have been tendered to and purchased by the Company. (k) The Paying Agent shall promptly mail to each Holder the payment for such Notes in respect of the Loss Proceeds Offer, and the Trustee shall promptly authenticate and mail to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company shall publicly announce the results of the Loss Proceeds Offer on or as soon as practicable after the Event of Loss Payment Date. Subject to any laws relating to abandoned property, the Paying Agent, if not the Company, shall return to the Company any cash that remains unclaimed, together with interest, if any, thereon, held by the Paying Agent for the payment of the amount required pursuant to the Loss Proceeds Offer. The Trustee shall have no requirement to invest any such cash unless directed by the Company in writing and such investment shall be mutually acceptable to the Trustee and the Company.

Events of Loss. Within 360 days after (a) Subject to the receipt Intercreditor Agreement and the Collateral Documents, in the event of any Net Proceeds from an Event of LossLoss with respect to any Collateral, the Company (or the applicable Restricted Subsidiaryaffected Guarantor, as the case may be) may , shall apply the Net Loss Proceeds from such Net ProceedsEvent of Loss, within 365 days after receipt, at its option to: (1) to prepay, repay, redeem or purchase (and reduce the commitments under) any Senior Debt, including Indebtedness under the Bank Credit Facility, and, if the Indebtedness repaid is revolving credit IndebtednessEvent of Loss relates to Primary Collateral, to correspondingly permanently reduce commitments with respect theretothe permanent prepayment or repayment of any Note/Term Obligations on a pro rata basis; (2) if the Event of Loss relates to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital StockSecondary Collateral, the Permitted Business is permanent prepayment or becomes a Restricted Subsidiary repayment of any Revolving Loan Obligations, subject to the CompanyIntercreditor Agreement; (3) the rebuilding, repair, replacement or construction of improvements to make a capital expenditurethe affected assets, property or facility; and/oror (4) (A) with respect to acquire any Event of Loss, whether or not involving Collateral, invest in the purchase of assets (other assets that are not classified as current assets under GAAP and that are than securities) to be used or useful in a Permitted Business; provided, however, that if by the Company or any Restricted Subsidiary contractually commits in a Permitted Business, (B) acquire Capital Stock in a Person that is a Restricted Subsidiary of the Company or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition provided, that, in the case of assets or Capital Stock acquired by the Company, ▇▇▇▇▇ ▇▇▇▇▇ GP or a Guarantor as described in (A) and/or (B), the relevant party must execute such collateral documents as are required by the Collateral Documents or (C) a combination of (A) and (B); provided that any Net Loss Proceeds received in the form of Qualified Noncash Proceeds shall be deemed an application of such Net Loss Proceeds in accordance with this clause (4); provided, further, that the Company or such Restricted Subsidiary shall be deemed to have applied Net Loss Proceeds in accordance with this clause (4) within such 360365-day period if, within such 365-day period, it has entered into a binding commitment or agreement to invest such Net Loss Proceeds and continues to use all reasonable efforts to so apply such Net Loss Proceeds within 180 days as soon as practicable thereafter, and that upon any abandonment or termination of such contractual commitment in accordance with clause or agreement after such 365-day period, the Net Loss Proceeds not applied will constitute Excess Loss Proceeds. (2), (3b) or (4) above, and such Net Proceeds are subsequently applied as contemplated in such contractual commitment, then On the requirement for application of Net Proceeds set forth in this paragraph shall be considered satisfied. Any Net Proceeds from 366th day after an Event of Loss that are (the “Loss Proceeds Offer Trigger Date”), such aggregate amount of Net Loss Proceeds which have not been applied or invested on or before such Loss Proceeds Offer Trigger Date as provided permitted in the first preceding paragraph of this Section 4.11 will constitute hereof (the “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, within five days thereof, ”) shall be applied by the Company will and ▇▇▇▇▇ ▇▇▇▇▇ GP to make an offer to all holders of Note/Term Obligations (an a “Event of Loss Proceeds Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets to purchase, prepay or redeem purchase the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) Note/Term Obligations that may be purchased, prepaid or redeemed purchased out of the such Excess Loss Proceeds. The , at an offer price in any Event of Loss Offer will be cash in an amount equal to 100% of the their principal amount, amount plus accrued and unpaid interest and Special Interestinterest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use those Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or required Note/Term Obligations surrendered by holders exceeds the Excess Loss Proceeds to be prepaid or redeemed in connection with) such Event of Loss Offer exceeds the amount of Excess Loss Proceedsused to purchase Note/Term Obligations, the Trustee will shall select the Notes and such other pari passu Indebtedness Note/Term Obligations to be purchased on a pro rata basis. To the extent that the aggregate principal amount of Note/Term Obligations surrendered pursuant to a Loss Proceeds Offer is less than the Excess Loss Proceeds, based on the amounts tendered or required Co-Obligors may apply any remaining Net Loss Proceeds to be prepaid or redeemed (any purpose consistent with such adjustments as may be deemed appropriate by this Indenture and, following the Company so that only Notes in denominations consummation of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Event of the Loss Proceeds Offer, the Excess Loss Proceeds amount shall be reset to zero. Pending the final application of any Net Loss Proceeds, the Company or the affected Guarantor shall deposit such Net Loss Proceeds in accordance with the Collateral Documents. Notwithstanding anything to the contrary in the foregoing, the Co-Obligors and the Guarantors may commence a Loss Proceeds Offer prior to the expiration of 365 days after the occurrence of an Event of Loss. (c) The Co-Obligors and the Guarantors may defer any Loss Proceeds Offer until there is an aggregate unutilized amount of Excess Loss Proceeds will equal to or in excess of $10.0 million (at which time, the entire unutilized amount of Excess Loss Proceeds, and not just the amount in excess of $10.0 million, shall be reset at zero. applied as required pursuant to the preceding paragraph). (d) The Company will and ▇▇▇▇▇ ▇▇▇▇▇ GP shall comply with the requirements of applicable tender offer rules, including Rule 14e-1 under the Exchange Act Act, and any other applicable securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer, an Asset Sale Offer or an Event of Loss Proceeds Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with Sections 3.10, 4.10 or 4.16 hereof or the provisions of this Section 4.11Indenture, the Company will Co-Obligors and the Guarantors shall comply with the applicable such securities laws and regulations and will shall not be deemed to have breached its their obligations under Sections 3.10, 4.10 or 4.16 hereof or described in this Section 4.11 Indenture by virtue thereof, and the relevant provisions of this Indenture shall be deemed modified as necessary to permit such compliance.

Events of Loss. Within 360 days after (a) In the receipt event of any Net Proceeds from an Event of LossLoss with respect to any Primary Collateral, the Company (or the applicable Restricted Subsidiaryaffected Subsidiary Guarantor, as the case may be) may , will apply the Net Loss Proceeds from such Net ProceedsEvent of Loss, within 360 days after receipt, at its option: (1) to prepaythe rebuilding, repayrepair, redeem replacement or purchase construction of improvements to the affected property (and reduce the commitments under) any Senior Debt, including Indebtedness under the Bank Credit Facility, and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly permanently reduce commitments with respect thereto“Subject Property”); (2) to make capital expenditures with respect to Primary Collateral or to acquire all properties or substantially all of the assets of, that will (a) constitute Primary Collateral and (b) be used or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, useful in the Permitted Business is or becomes a Restricted Subsidiary of the Company;Company or any of its Restricted Subsidiaries; provided that any Collateral acquired with any Net Loss Proceeds shall be owned by the Company or a Guarantor and shall not be subject to any Liens other than Permitted Liens and the Company or such Guarantor, as the case may be, shall execute and deliver to the Trustee such Collateral Documents or other instruments as shall be reasonably necessary to cause such property or assets to become subject to the Lien of the applicable Collateral Documents; and/or (3) to make a capital expenditurecombination of the uses permitted by the foregoing clauses (1) and (2); and/or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; provided, however, provided that if the Company or any Restricted Subsidiary contractually commits within during such 360-day period the Company or a Restricted Subsidiary enters into a definitive agreement committing it to apply such Net Loss Proceeds within 180 days of such contractual commitment in accordance with the requirements of clause (2), (3a)(1) or (4a) above(2) or if the application of such Net Loss Proceeds is part of a project authorized by the Board of Directors in good faith that will take longer than 360 days to complete, and such Net Proceeds are subsequently applied as contemplated in project has begun, such contractual commitment, then 360-day period will be extended with respect to the requirement for application amount of Net Loss Proceeds set forth so committed until required to be paid in this paragraph shall be considered satisfied. Any Net Proceeds from accordance with such agreement (or, if earlier, until termination of such agreement) or until completion of such project, as the case may be. (b) On the 361st day after an Event of Loss that are not applied or invested as or, if later, the extended date provided in the first preceding paragraph of this Section 4.11 will constitute (a “Excess Loss Proceeds.” When the Proceeds Offer Trigger Date”), such aggregate amount of Excess Net Loss Proceeds exceeds $20.0 millionwhich have not been applied on or before such Loss Proceeds Offer Trigger Date as permitted in clauses (a)(1), within five days thereof, (a)(2) and (a)(3) (each a “Loss Proceeds Offer Amount”) shall be applied by the Company will or such Subsidiary Guarantor to make an offer to purchase (an the “Event of Loss Proceeds Offer”) to on a date (the “Loss Proceeds Offer Payment Date”) not less than 30 nor more than 45 days following the applicable Loss Proceeds Offer Trigger Date, from all Holders of Notes and all holders of other Indebtedness on a pro rata basis, that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets to purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on equal to the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Loss Proceeds. The offer Proceeds Offer Amount at a price in any Event of Loss Offer will be equal to 100% of the principal amountamount of the Notes to be purchased, plus accrued and unpaid interest and Special Interestthereon, if any, to the date of purchase. Pending application of the Net Loss Proceeds, prepayment or redemptionthe Net Loss Proceeds shall be deposited in the Collateral Account. To the extent that the aggregate amount of Notes tendered pursuant to a Loss Proceeds Offer is less than the Loss Proceeds Offer Amount, subject the Company may apply any remaining Net Loss Proceeds to any purpose consistent with this Indenture and, following the consummation of each Loss Proceeds Offer, the Loss Proceeds Offer Amount shall be reset to zero. Notwithstanding anything to the rights of Holders of Notes on contrary in the relevant record date to receive interest due on foregoing, the relevant interest payment date, and will be payable in cash. If any Excess Issuers may commence a Loss Proceeds remain Offer prior to the expiration of 360 days after consummation the occurrence of an Event of Loss. (c) The Issuers may defer any Loss OfferProceeds Offer until there is an aggregate unutilized Total Offer Amount equal to or in excess of $10.0 million (at which time, the Company may use those Excess Loss Proceeds for any purpose entire unutilized Total Offer Amount, and not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or required to be prepaid or redeemed in connection with) such Event of Loss Offer exceeds just the amount of Excess Loss Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations excess of $2,00010.0 million, or an integral multiple of $1,000 in excess thereof, will shall be purchasedapplied as required pursuant to the preceding paragraph). Upon completion of each Event of Loss Offer, the amount of Excess Loss Proceeds will be reset at zero. . (d) The Company Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those such laws and or regulations are applicable in connection with each the repurchase of the Notes pursuant to a Change of Control Offer, an Asset Sale Offer or an Event of Loss Proceeds Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with Sections 3.10, 4.10 or 4.16 hereof or the provisions of this Section 4.11Indenture, the Company Issuers will comply with the applicable such securities laws and regulations and will shall not be deemed to have breached its obligations under Sections 3.10, 4.10 or 4.16 hereof or described in this Section 4.11 Indenture by virtue of such compliancethereof.

Events of Loss. Within 360 days after (a) In the receipt event of any Net Proceeds from an Event of LossLoss with respect to any Collateral, the Company (or the applicable Restricted Subsidiaryaffected Guarantor, as the case may be) may , shall apply the Net Loss Proceeds from such Net ProceedsEvent of Loss, within 365 days after receipt, at its option to: (1) to prepay, repay, redeem or purchase (and reduce the commitments under) any Senior Debt, including Indebtedness under the Bank Credit Facility, and, if the Indebtedness repaid is revolving credit IndebtednessEvent of Loss relates to Primary Collateral, to correspondingly permanently reduce commitments with respect theretothe permanent prepayment or repayment of any Note/Term Obligations; (2) if the Event of Loss relates to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital StockSecondary Collateral, the Permitted Business is permanent prepayment or becomes a Restricted Subsidiary repayment of any Revolving Loan Obligations, subject to the Company;Intercreditor Agreement, (3) the rebuilding, repair, replacement or construction of improvements to make a capital expenditurethe affected property or facility; and/oror (4) (A) with respect to acquire any Event of Loss, whether or not involving Collateral, invest in the purchase of assets (other assets that are not classified as current assets under GAAP and that are than securities) to be used or useful in a Permitted Business; provided, however, that if by the Company or any Restricted Subsidiary contractually commits in a Permitted Business, (B) acquire Equity Interests in a Person that is a Restricted Subsidiary or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition provided, that, in the case of assets or Equity Interests acquired by the Company, ▇▇▇▇▇ ▇▇▇▇▇ GP or a Guarantor as described in (A) and/or (B), the relevant party must execute such collateral documents as are required by the Collateral Documents or (C) a combination of (A) and (B); provided that any Net Loss Proceeds received in the form of Qualified Non-Cash Proceeds shall be deemed an application of such Net Loss Proceeds in accordance with this clause (4); provided, further, that the Company or such Restricted Subsidiary shall be deemed to have applied Net Loss Proceeds in accordance with this clause (4) within such 360365-day period if, within such 365-day period, it has entered into a binding commitment or agreement to invest such Net Loss Proceeds and continues to use all reasonable efforts to so apply such Net Loss Proceeds within 180 days as soon as practicable thereafter, and that upon any abandonment or termination of such contractual commitment in accordance with clause or agreement after such 365-day period, the Net Loss Proceeds not applied will constitute Excess Loss Proceeds. (2), (3b) or (4) above, and such Net Proceeds are subsequently applied as contemplated in such contractual commitment, then On the requirement for application of Net Proceeds set forth in this paragraph shall be considered satisfied. Any Net Proceeds from 366th day after an Event of Loss that are (the “Loss Proceeds Offer Trigger Date”), such aggregate amount of Net Loss Proceeds which have not been applied or invested on or before such Loss Proceeds Offer Trigger Date as provided permitted in the first preceding paragraph of this Section 4.11 will constitute hereof (the “Excess Loss Proceeds.” When the aggregate amount of Excess Loss Proceeds exceeds $20.0 million, within five days thereof, ”) shall be applied by the Company will and ▇▇▇▇▇ ▇▇▇▇▇ GP to make an offer to all holders of Note/Term Obligations (an a “Event of Loss Proceeds Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets to purchase, prepay or redeem purchase the maximum principal amount of Notes and such other pari passu Indebtedness (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed purchased out of the such Excess Loss Proceeds. The , at an offer price in any Event of Loss Offer will be cash in an amount equal to 100% of the their principal amount, amount plus accrued and unpaid interest and Special Interestinterest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Loss Proceeds remain after consummation of an Event of Loss Offer, the Company may use those Excess Loss Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered in (or required Note/Term Obligations surrendered by holders exceeds the Excess Loss Proceeds to be prepaid or redeemed in connection with) such Event of Loss Offer exceeds the amount of Excess Loss Proceedsused to purchase Note/Term Obligations, the Trustee will shall select the Notes and such other pari passu Indebtedness Note/Term Obligations to be purchased on a pro rata basis. To the extent that the aggregate principal amount of Note/Term Obligations surrendered pursuant to a Loss Proceeds Offer is less than the Excess Loss Proceeds, based on the amounts tendered or required Co-Obligors may apply any remaining Net Loss Proceeds to be prepaid or redeemed (any purpose consistent with such adjustments as may be deemed appropriate by this Indenture and, following the Company so that only Notes in denominations consummation of $2,000, or an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Event of the Loss Proceeds Offer, the Excess Loss Proceeds amount shall be reset to zero. Pending the final application of any Net Loss Proceeds, the Company or the affected Guarantor shall deposit such Net Loss Proceeds in accordance with the Collateral Documents. Notwithstanding anything to the contrary in the foregoing, the Co-Obligors and the Guarantors may commence a Loss Proceeds Offer prior to the expiration of 365 days after the occurrence of an Event of Loss. (c) The Co-Obligors and the Guarantors may defer any Loss Proceeds Offer until there is an aggregate unutilized amount of Excess Loss Proceeds will equal to or in excess of $10.0 million (at which time, the entire unutilized amount of Excess Loss Proceeds, and not just the amount in excess of $10.0 million, shall be reset at zero. applied as required pursuant to the preceding paragraph). (d) The Company will and ▇▇▇▇▇ ▇▇▇▇▇ GP shall comply with the requirements of applicable tender offer rules, including Rule 14e-1 under the Exchange Act Act, and any other applicable securities laws and or regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to a Change of Control Offer, an Asset Sale Offer or an Event of Loss Proceeds Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with Sections 3.10, 4.10 or 4.16 hereof or the provisions of this Section 4.11Indenture, the Company will Co-Obligors and the Guarantors shall comply with the applicable such securities laws and regulations and will shall not be deemed to have breached its their obligations under Sections 3.10, 4.10 or 4.16 hereof or described in this Section 4.11 Indenture by virtue of such compliancethereof.