provided, however, that if the Company or any Restricted Subsidiary contractually commits within
such 360-day period to apply such Net Cash Proceeds within 180 days following such contractual commitment in accordance with the foregoing clauses (1), (2), (3), (4) or (5), and such Net Cash Proceeds are subsequently applied as contemplated in
such contractual commitment, then the requirement for application of Net Cash Proceeds as set forth in this paragraph shall be considered satisfied.
Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce revolving
Indebtedness or otherwise invest such Net Cash Proceeds in any manner not prohibited by this Indenture.
Any Net Cash Proceeds from an
Asset Sale that are not applied pursuant to the preceding paragraph shall constitute Excess Net Proceeds. No later than 20 business days following the date on which the aggregate amount of Excess Net Proceeds exceeds $50 million
(the Net Proceeds Trigger Date), the Company shall make an offer to purchase (the Net Proceeds Offer), on a date (the Net Proceeds Offer Payment Date) not less than 30 nor more than
60 days following the applicable Net Proceeds Offer Trigger Date, on a pro rata basis, an aggregate principal amount equal to the Excess Net Proceeds of (a) Notes, at a purchase price in cash equal to 100% of the aggregate principal amount
of Notes, in each case, plus accrued and unpaid interest thereon, if any, on the Net Proceeds Offer Payment Date, and (b) other pari passu Indebtedness of the Company or any Guarantor, in each case to the extent required by the terms
thereof. If at any time within 360 days after an Asset Sale any non-cash consideration received by the Company or the affected Restricted Subsidiary in connection with such Asset Sale (other than non-cash consideration deemed to be cash as
provided in clause (2)(B) of the first paragraph of this Section 4.10) is converted into or sold or otherwise disposed of for cash, then such conversion or disposition will be deemed to constitute an Asset Sale hereunder and the Net Cash
Proceeds thereof will be applied in accordance with this covenant. To the extent that the aggregate principal amount of Notes or other pari passu Indebtedness tendered pursuant to the Net Proceeds Offer is less than the Excess Net Proceeds,
the Company or such Restricted Subsidiary may use any remaining proceeds of such Asset Sales for general corporate purposes (but subject to the other terms of this Indenture). Upon completion of a Net Proceeds Offer, the Excess Net Proceeds relating
to such Net Proceeds Offer will be deemed to be zero for purposes of any subsequent Asset Sale. In the event that a Restricted Subsidiary consummates an Asset Sale, only that portion of the Net Cash Proceeds therefrom (including any Net Cash
Proceeds received upon the sale or other disposition of any non-cash proceeds received in connection with an Asset Sale) that are distributed to or received by the Company or a Restricted Subsidiary will be required to be applied by the Company or
the Restricted Subsidiary in accordance with the provisions of this covenant.
The Company will comply with all applicable laws,
including, without limitation, Section 14(e) of the Exchange Act and the rules thereunder and all applicable federal and state securities laws, and will include all instructions and materials necessary to enable holders to tender their Notes
and, to the extent that the provisions of any such laws or rules conflict with the provisions of this covenant, the Companys compliance with such laws and rules shall not in and of itself cause a breach of the Companys obligations under
Section 3.09 or this Section 4.10.