Common use of Limitation on Sales of Assets and Subsidiary Stock Clause in Contracts

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) the Company or such Restricted Subsidiary receives consideration at least equal to the fair market value (such fair market value to be determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the equity and assets subject to such Asset Disposition; (2) (A) at least 75% of the consideration received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless unless: (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including as to the value to be of all non-cash consideration), as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the equity shares and assets subject to such Asset Disposition; (2) (A) at least 7580% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) firstFIRST, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly-CB Richard or any Wholly Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness xxxx Xxxxxtedness owed to the Company or an Affiliate of the Company) within 540 days fifteen months from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) secondSECOND, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) thirdTHIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer Offer to the Holders holders of the Securities (and to holders of other Senior unsubordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior unsubordinated Indebtedness of the Company) pursuant to and subject to the conditions contained of Section 4.6(b); PROVIDED, HOWEVER, that in this Indentureconnection with any prepayment, which repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently reduces retire such Indebtedness and shall cause the outstanding amount of such Securities related loan commitment (and such other Senior Indebtednessif any) to be permanently reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.6, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.6(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.6(a) exceeds $10.0 million. Pending application of Net Available Cash pursuant to this Section 4.07(a4.6(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.6(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (which may include Priority Lien Debt)2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) the Company or such Restricted Subsidiary receives consideration at least equal to the fair market value (such fair market value to be determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the equity and assets subject to such Asset Disposition; (2) (A) at least 75% of the consideration received by the Company or 44 such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, (i) if the assets subject to such Asset Disposition constitute Collateral, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Priority Lien Debt and other outstanding Priority Lien Obligations or Parity Lien Debt and other outstanding Parity Lien Obligations (in each case, other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased (and, with respect to Parity Lien Debt, such prepayment, repayment, redemption or purchase must be made either (x) for Securities only or (y) for Securities and other Parity Lien Debt, and in the case of subclause (y), by a pro rata prepayment, repayment or redemption of outstanding Securities and such other Parity Lien Debt or by an offer to purchase on a pro rata basis made to all holders of Securities and such other Parity Lien Debt) or (ii) if the assets subject to such Asset Disposition do not constitute Collateral, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor in each case that is Secured Debt or Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided that, without limitation of the provisions of Section 10.03, any such Additional Assets, including the assets of any Person that becomes a Subsidiary Guarantor as a result of such transaction, acquired with Net Available Cash from an Asset Disposition of Collateral are, to the extent required by the Priority Lien Documents or the Security Documents (and pursuant to the terms thereof), pledged as Collateral; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness Parity Lien Debt of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness Parity Lien Debt of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior IndebtednessParity Lien Debt) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) either (x) in the case of any Asset Disposition, the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value value, as may be determined (such and shall be determined, to the extent an Asset Disposition involves a fair market value to be determined in advance greater than $10,000,000) in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which whose determination shall will be conclusive evidence and evidenced by a resolution of compliance with this provisionthe Board of Directors (including as to the value of all non-cash consideration), of the equity shares and assets subject to such Asset Disposition; , or (2y) in the case of a Financing Disposition, the Board of Directors shall have determined in good faith, which determination will be conclusive and evidenced by a resolution of the Board of Directors, that such Financing Disposition is economically fair and reasonable to the Company or such Restricted Subsidiary, as the case may be, and in the best interest of the Company or such Restricted Subsidiary and its respective creditors, (Aii) in the case of any Asset Disposition having a fair market value of $10,000,000 or more, at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof Cash Equivalents (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable with respect to an Asset Disposition (after giving effect to such Asset Dispositionconsisting of an exchange of equipment for use in related lines of business, a Financing Disposition or a Fiskeby Transaction); , and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition (other than any Financing Disposition relating to any Receivables Financing) is applied by the Company (or such Restricted Subsidiary, as the case may be) as follows: (A) firstFirst, to the extent the Company elects (or is required by the terms of any IndebtednessSenior Indebtedness (other than the 1997 Notes or the Securities) or Indebtedness (other than Preferred Stock) of a Restricted Subsidiary), to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified Stockthe 1997 Notes or the Securities) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor or such Indebtedness (in each case other than Indebtedness owed to the Company or an Affiliate of the Companya Restricted Subsidiary) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).365 days

Limitation on Sales of Assets and Subsidiary Stock. The Company and the Subsidiary Guarantors will not sell, assign, farm-out, convey or otherwise transfer any Property except for: (a) The Company shall not, the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and shall not permit any Restricted Subsidiary to, directly assignments in connection with such farmouts; (c) the sale or indirectly, consummate any Asset Disposition unless (1) transfer of equipment that is no longer necessary for the business of the Company or such Restricted the Subsidiary receives consideration Guarantors or is replaced by equipment of at least equal comparable value and use; (d) a disposition by a Subsidiary Guarantor to the fair market value (such fair market value to be determined in advance in good faith by an Officer Borrower or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the equity and assets subject Borrower or a Subsidiary Guarantor to such Asset Dispositiona Subsidiary Guarantor; (2e) a disposition of cash, cash equivalents or other financial assets; (Af) at least 75an issuance of Equity Interests by a Subsidiary Guarantor to the Borrower or to a Subsidiary Guarantor; (g) any casualty or condemnation event (other than a Casualty Event described in clause (i) of this Section 7.03); (h) the making of a Restricted Payment permitted by Section 7.23 or a Permitted Investment; (i) the sale or other disposition (including Casualty Events) of any Oil and Gas Property or any interest therein or any Subsidiary owning Oil and Gas Properties; provided, however that (i) 100% of the consideration received in respect of such sale or other disposition shall be cash; provided, however, that the consideration received in respect of any sale or other disposition of undeveloped real property that is owned by the Company located in Bienville, Bossier, Caddo, DeSoto, Natchitoches, Red River, Sabine and Xxxxxxx Parishes, Louisiana and Angelina, Cherokee, Xxxxx, Xxxxxxxx, Xxxxxx, Nacogdoches, Panola, Xxxx, Xxxxxx, San Xxxxxxxxx, Xxxxxx, Xxxxx and Xxxxxx Counties, Texas may be other Oil and Gas Properties, which shall be equivalent on a net revenue interest acre basis and limited to other undeveloped Oil and Gas Properties located in Bienville, Bossier, Caddo, DeSoto, Natchitoches, Red River, Sabine and Xxxxxxx Parishes, Louisiana and Angelina, Cherokee, Xxxxx, Xxxxxxxx, Xxxxxx, Nacogdoches, Panola, Xxxx, Xxxxxx, San Xxxxxxxxx, Xxxxxx, Xxxxx and Xxxxxx Counties, Texas in order to facilitate future development of the field(s), and which will subsequently be mortgaged in accordance with Section 14.07; (ii) the consideration received in respect of such sale or such Restricted Subsidiary is in the form of cash other disposition shall be equal to or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) greater than the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days from Property, interest therein or Subsidiary subject of such sale or other disposition (as reasonably determined by the later board of directors of the date Company and, if requested by the Trustee, the Company shall deliver a certificate of a Responsible Officer certifying to that effect) and (iii) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Asset Disposition or the receipt of such Net Available CashSubsidiary; and (Cj) thirdsales and other dispositions of Properties not regulated by subsections (a) to (i) of this Section 7.26 having a fair market value not to exceed $1,000,000 during any 12-month period; provided, to the extent of the balance however that any net cash proceeds of such Net Available Cash after application in accordance with clauses sale or disposition permitted by the foregoing clause (Ai) and or this clause (B), j) are used to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated prepayments or reinvested as required by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt3.08(a).

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless unless: (1) in the case of any Asset Disposition involving shares or assets having a value equal to or in excess of $1.0 million, the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at least equal to the fair market value (such fair market value to be determined in advance on the date of contractually agreeing to such Asset Disposition), as determined in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence Directors (including the value of compliance with this provisionall non-cash consideration), of the equity shares and assets subject to such Asset Disposition; (2) (A) in the case of any Asset Disposition involving shares or assets having a value equal to or in excess of $1.0 million, at least 75% of the consideration from such Asset Disposition received by the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition)Equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) : (Aa) first, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or any Indebtedness of a Restricted Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) Stock or Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligation of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a), the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; and (Cb) thirdsecond, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (BSection 3.7(a)(3)(a), to make an offer the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets within 360 days from the Holders (and to holders of other Senior Indebtedness later of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount date of such Securities (and Asset Disposition or the receipt of such other Senior Indebtedness) in an amount equal to (or greater than) Net Available Cash; provided that pending the principal amount purchased. Pending final application of Net Available Cash pursuant to this Section 4.07(a), any such Net Available Cash shall be invested in Temporary Cash Investments accordance with Section 3.7(a)(3)(a) or applied to Section 3.7(a)(3)(b) above, the Company and its Restricted Subsidiaries may temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt)or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be value, as determined in advance in 51 45 good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence Directors (including as to the value of compliance with this provisionall non-cash consideration), of the equity shares and assets subject to such Asset Disposition; , (2) (Aii) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); Equivalents and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness), to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified any Preferred Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 180 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), at the Company's election to the extent the Company elects, to acquire investment in Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application and in accordance with clauses (A) and (B), to make an offer to purchase (an "Offer") the Securities and other pari passu debt obligations subject to a similar covenant (collectively, the "pari passu debt obligations" at par plus accrued and unpaid interest, if any, thereon; and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C), for other general corporate purposes not prohibited by this Indenture; provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) above, the Company or such Restricted Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions, the Company and its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this covenant exceed $500,000. The Company shall not be required to make an Offer for the Securities and for the pari passu debt obligations pursuant to this covenant if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (A) and (B), to make ) are less than $5 million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of determining whether an offer Offer is required with respect to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debtfrom any subsequent Asset Disposition).

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including the value to be of all non-cash consideration), as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the equity shares and assets subject to such Asset Disposition; (2) (A) , and at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); equivalents and (3ii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects in its sole discretion (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior (and permanently reduce the commitments under) Indebtedness of under the Company New Credit Agreement or any Subsidiary Guarantor or Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed otherwise secured by its assets subject to the Company or an Affiliate of the Company) such Asset Disposition within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces Cash (the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased"Receipt Date"); (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company electselects in its sole discretion, to acquire Additional Assets; provided, however, that the Company shall be required to commit such Net Available Cash to the acquisition of Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days one year from the later of the date of such Asset Disposition or the receipt Receipt Date and shall be required to consummate the acquisition of such Net Available CashAdditional Assets within 18 months from the Receipt Date; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer pursuant to paragraph (b) below to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) Notes pursuant to and subject to the conditions contained in this IndentureIndenture (an "Asset Sale Offer"); and (D) fourth, which purchase permanently reduces to the outstanding amount extent of the balance of such Securities Net Available Cash after application in accordance with clauses (A), (B) and such (C) to any other Senior Indebtedness) application or use not prohibited by this Indenture. Notwithstanding the foregoing provisions of this paragraph, the Company and the Restricted Subsidiaries shall not be required to apply the Net Available Cash in an accordance with this paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this paragraph exceeds $5 million (at which time, the entire unutilized Net Available Cash, and not just the amount equal in excess of $5 million, shall be applied pursuant to (or greater than) the principal amount purchasedthis paragraph). Pending application of Net Available Cash pursuant to this Section 4.07(a)covenant, such Net Available Cash shall be invested in Permitted Investments. For the purposes of this covenant, the following are deemed to be cash or cash equivalents: (x) the express assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition, (y) securities received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 90 days of closing the transaction and (z) Temporary Cash Investments or applied Investments. Notice of an Asset Sale Offer shall be mailed by the Company not more than 20 Business Days after the obligation to temporarily reduce revolving credit Indebtedness make such Asset Sale Offer arises to the Holders of Notes at their last registered addresses with a copy to the Trustee and the Paying Agent. The Asset Sale Offer shall remain open from the time of mailing for at least 20 Business Days and until 5:00 p.m., New York City time, on the date fixed for Purchase of Notes validly tendered and not withdrawn, which date shall be not later than the 30th Business Day following the mailing of such Asset Sale Offer (the "Asset Sale Offer Purchase Date"). The notice, which may shall govern the terms of the Asset Sale Offer, shall include Priority Lien Debt).such disclosures as are required by law and shall state:

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, to consummate any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including as to the value to be of all noncash consideration), as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the equity shares and assets subject to such Asset Disposition; , and (2) (Aii) at least 75% (or 100% in the case of lease payments) of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, . In the “event and to the extent that the aggregate Net Available Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its or any Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Subsidiary from one or more Asset Disposition occurring on or after the Issue Date exceeds $10,000,000, then the Company or such Restricted Subsidiary shall (A) within 360 days after giving effect to the receipt of such Asset Disposition); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, and to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness), ) to (1) apply an amount equal to such excess Net Available Cash to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (such Restricted Subsidiary, in each case owing to a Person other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to the Company or an any Affiliate of the Company, or (2) invest (or enter into a binding commitment to invest, provided that such commitment shall be subject -------- only to customary conditions (other than financing) and such investment shall be consummated within 540 360 days from after the later of the date end of such Asset Disposition 360-day period) an equal amount, or the receipt amount not so applied pursuant to clause (1), in Additional Assets (including by means of such an Investment in Additional Assets by a Restricted Subsidiary with Net Available CashCash received by the Company or another Restricted Subsidiary) and (B) apply such excess Net Available Cash (to the extent not applied pursuant to clause (A)), provided such to make an Offer (as defined below) to purchase Securities pursuant to and subject to the conditions of Section 4.06(b); provided, however, that in connection with any prepayment, repayment, redemption repayment or purchase permanently retires-------- ------- of Senior Indebtedness pursuant to clause (A) above, the Company or reduces such Restricted Subsidiary shall retire such Senior Indebtedness and shall cause the related loan commitment (if any) for, such Indebtedness to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed repaid or purchased; (B) secondprovided further, however, ---------------- ------- that the Company or such Restricted Subsidiary shall not be required to permanently reduce the extent related loan commitment in the case of the balance any such prepayment, repayment or purchase with Net Available Cash from any Asset Disposition of Non-Core Assets, so long as an amount equal to 100% of such Net Available Cash after application is invested in accordance with Additional Assets within the period required pursuant to clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days from the later of the date B) above. The amount of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such excess Net Available Cash after application in accordance with clauses (A) and required to be applied pursuant to clause (B), to make an offer to the Holders () above and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchasednot theretofore so applied shall constitute "Excess Proceeds". Pending application of Net Available Cash pursuant to this Section 4.07(a)covenant, such Net Available Cash shall be invested in Temporary Cash Investments Investments. For the purposes of clause (ii) this Section 4.06(a), the following are deemed to be cash: (x) the assumption of Indebtedness of the Company or applied any Restricted Subsidiary (other than Indebtedness that by its terms is subordinated to temporarily reduce revolving credit the Notes or the applicable Subsidiary Guaranty) and the release of the Company and the Restricted Subsidiaries from all liability on such Indebtedness in connection with such Asset Disposition and (which may include Priority Lien Debt)y) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person or group of Persons assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), Fair Market Value of the equity shares and assets subject to such Asset Disposition; , (2ii) (A) in the case of Asset Dispositions which are not Permitted Asset Swaps, at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalentscash, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) within 365 days after the later of the date of such Asset Disposition or the receipt of such Net Available Cash (A1) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem purchase, repurchase, redeem, retire, defease or purchase Senior otherwise acquire for value Bank Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified obligations in respect of Preferred Stock) of a Wholly-Wholly Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later Company and other than obligations in respect of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchasedDisqualified Stock); (B2) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A1), to the extent the Company or such Restricted Subsidiary elects, to acquire reinvest in Additional Assets or to make capital expenditures (including by means of an Investment in the Oil and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Additional Assets by a Restricted Subsidiary with Net Available CashCash received by the Company or another Restricted Subsidiary); and (C3) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A1) and (B2), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) Offer to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indentureof Section 4.06(b); provided, which purchase permanently reduces however, that if the outstanding amount Company elects (or is required by the terms of such Securities (and such any other Senior Indebtedness), such Offer may be made ratably to purchase the Securities and other Senior Indebtedness of the Company; and (4) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (1), (2) and (3), for any general corporate purpose permitted by the terms of this Indenture; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition for value of Indebtedness pursuant to clause (1), (2) or (4) above, the Company or such Restricted Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid, purchased, repurchased, retired, defeased or otherwise acquired for value. Pending application Notwithstanding the foregoing provisions of this Section 4.06, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash pursuant to in accordance with this Section 4.07(a), such 4.06(a) except to the extent that the aggregate Net Available Cash shall from all Asset Dispositions that is not applied in accordance with this Section 4.06(a) exceeds $20.0 million. For the purposes of this Section 4.06, the following are deemed to be invested cash: (A) the assumption of Indebtedness of the Company (other than obligations in Temporary Cash Investments respect of Disqualified Stock of the Company) or applied to temporarily reduce revolving credit any Restricted Subsidiary (other than obligations in respect of Disqualified Stock and Preferred Stock of a Restricted Subsidiary that is a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (which may include Priority Lien Debt)B) securities received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 90 days of receipt.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company Holdings shall not, and shall not permit the Company or any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) Holdings, the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market Fair Market Value (including as to the value (such fair market value to be determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), all non-cash consideration) of the equity shares and assets subject to such Asset Disposition; (2) (A) at least 75% of the consideration thereof received by Holdings, the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Temporary Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition)Investments; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by Holdings (or the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms Holdings elects, within 365 days of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment(i) to reduce the outstanding principal amount of Permitted Indebtedness Incurred pursuant to Section 4.03(b)(1); (ii) to reduce the outstanding principal amount of any other Senior Indebtedness of Holdings, repaymentthe Company or any Subsidiary Guarantor; provided, redemption or purchase permanently retireshowever, or reduces that the related loan commitment (if any) for, such Indebtedness in an amount equal to Company shall equally and ratably reduce the principal amount so prepaidof Securities outstanding, repaidthrough open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or through redemption, redeemed or purchasedshall offer (in accordance with the procedures set forth below in Section 4.06(b)) to all Holders to purchase their Securities at 100% of the principal amount thereof, plus accrued but unpaid interest, if any, in an aggregate principal amount which, if the offer were accepted, would result in such reduction; or (iii) to reduce Indebtedness of a Restricted Subsidiary that is not a Guarantor; in each case other than Indebtedness owed to Holdings or an Affiliate of Holdings; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company Holdings elects, to acquire Additional Assets or to make any other capital expenditures in the Oil and Gas respect of a Related Business within 540 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Securities (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture; provided, which however, that in connection with any prepayment, repayment or purchase permanently reduces of Indebtedness pursuant to clause (A) or (C) above, Holdings, the outstanding amount of Company or such Securities Restricted Subsidiary shall cause the related loan commitment (and such other Senior Indebtednessif any) to be reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid or purchased. The requirement of Section 4.06(a)(3)(B) shall be deemed to be satisfied if a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by Holdings, the Company or any of its Restricted Subsidiaries within the time period specified in Section 4.06(a)(3)(A) and such Net Available Cash is subsequently applied in accordance with such contract within 180 days following the date such agreement is entered into. Notwithstanding the foregoing provisions of this Section 4.06, Holdings, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.06 exceeds $20,000,000. Pending application of Net Available Cash pursuant to this Section 4.07(a)4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness. For the purposes of Section 4.06(a)(2), the following are deemed to be cash or Temporary Cash Investments: (i) the assumption or discharge of Indebtedness of Holdings (which may include Priority Lien Debtother than obligations in respect of Disqualified Stock of Holdings), the Company or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary that is a Subsidiary Guarantor) and the release of Holdings, the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (ii) any securities received by Holdings, the Company or any Restricted Subsidiary from the transferee that are converted by Holdings, the Company or such Restricted Subsidiary into cash within ninety (90) days after such Asset Disposition, to the extent of the cash received in that conversion; and (iii) any Designated Non-cash Consideration received by Holdings, the Company or any Restricted Subsidiary in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) that is at that time outstanding, not to exceed the greater of (1) $50,000,000 and (2) 4% of Consolidated Net Tangible Assets of Holdings, the Company and the Restricted Subsidiaries at the time of the receipt of such Designated Non-cash Consideration (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be value, as determined in advance in good faith by an Officer the Company's senior management or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence Directors (including as to the value of compliance with this provisionall non-cash consideration), of the equity shares and assets subject to such Asset Disposition; (2) (Aii) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company or any Subsidiary elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay, redeem repay or purchase (x) Senior Indebtedness of the Company or any Subsidiary Guarantor Senior Indebtedness or (y) Indebtedness (other than Disqualified Stock) of a Wholly-Wholly Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 180 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, within one year from the receipt of such Net Available Cash, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), at the Company's election either (x) to the extent the Company elects, to acquire investment in or acquisition of Additional Assets or (y) to make capital expenditures prepay, repay or purchase (1) Senior Indebtedness or Guarantor Senior Indebtedness or (2) Indebtedness of a Wholly Owned Subsidiary (in each case other than Indebtedness owed to the Oil and Gas Business Company); (C) third, within 540 45 days from after the later of the application of Net Available Cash in accordance with clauses (A) and (B) and the date of such Asset Disposition or that is one year from the receipt of such Net Available Cash, to the extent of the balance of such Net Available Cash after application and in accordance with clauses (A) and (B), to make an offer to purchase 11 3/4% Senior Subordinated Notes at par plus accrued and unpaid interest, if any, thereon in accordance with the provisions of the 11 3/4% Senior Subordinated Indenture; (D) fourth, within 45 days of the later of the Application of Net Available Cash in accordance with clauses (A), (B) and (C) thirdand the date that is one year from the receipt of such Net Available Cash, to the extent if the balance of such Net Available Cash after application and in accordance with clause (A), (B) and (C), to make an offer to purchase Securities at par plus accrued and unpaid interest, if any, thereon; and (E) fifth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and ), (B), (C) and (D), to (w) the investment in or acquisition of Additional Assets; (x) the making of Temporary Cash Investments, (y) the prepayment, repayment or purchase of Indebtedness of the Company or Indebtedness of any Subsidiary (other than Indebtedness owed to the Company) or (z) any other purpose otherwise permitted under this Indenture, in each case within the later of 45 days after the application of Net Available Cash in accordance with clauses (A), (B), (C) and (D) and the date that is one year from the receipt of such Net Available Cash; provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clauses (A), (B), (C), (D) or (E) above, the Company or such Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions, the Company and its Subsidiaries shall not be required to apply any Net Available Cash in accordance herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this covenant at any time exceed $10.0 million. The Company shall not be required to make an offer for Securities pursuant to this covenant if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (A), (B) and (C)) is less than $10.0 million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of determining whether an offer is required with respect to the Holders Net Available Cash from any subsequent Asset Disposition). For the purposes of this covenant, the following will be deemed to be cash: (and to holders x) the assumption by the transferee of other Senior Indebtedness of the Company designated or Indebtedness of any Subsidiary of the Company and the release of the Company or such Subsidiary from all liability on such Senior Indebtedness or Indebtedness in connection with such Asset Disposition (in which case the Company shall, without further action, be deemed to have applied cash to repay such assumed Indebtedness in accordance with clause (A) of the preceding paragraph) and (y) securities received by the Company) to purchase Securities (and Company or any Subsidiary from the transferee that are promptly converted by the Company or such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt)Subsidiary into cash.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company and the Guarantors shall not, and shall not permit any Restricted Subsidiary of their Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, consummate any Asset Disposition unless of its property, business or assets, including by merger or consolidation (1) in the Company or such Restricted case of a Subsidiary receives consideration at least equal to of the fair market value (such fair market value to be determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provisionCompany), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the equity and assets subject to such Asset Disposition; (2) (A) at least 75% of the consideration received Company, whether by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to of either or through the Company issuance, sale or an Affiliate transfer of Equity Interests by a Subsidiary of the Company, and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless (l)(a) the Net Cash Proceeds therefrom (the "Asset Sale Offer Amount") are applied (i) within 540 270 days from the later of after the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal Sale to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent optional redemption of the balance of such Net Available Cash after application Securities in accordance with clause (A)the terms of this Indenture and other Indebtedness of the Company ranking on a parity with the Securities and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds for asset sales, pro rata in proportion to the extent the Company elects, to acquire Additional Assets respective principal amounts (or to make capital expenditures accreted values in the Oil case of Indebtedness issued with an original issue discount) of the Securities and Gas Business such other Indebtedness then outstanding or (ii) within 540 300 days from the later of after the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, Sale to the extent repurchase of the balance of Securities and such Net Available Cash after application in accordance other Indebtedness on a parity with clauses (A) the Securities and (B), with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the Holders proceeds for asset sales pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Securities and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to holders the date of payment, made within 270 days of such Asset Sale or (b) within 270 days following such Asset Sale, the Asset Sale Offer Amount is (i) invested (or committed, pursuant to a binding commitment subject only to reasonable, customary closing conditions, to be invested, and in fact is so invested, within an additional 90 days) in tangible assets and property other Senior Indebtedness than notes, bonds, obligations and securities) which in the good faith reasonable judgment of the Board will immediately constitute or be a part of a Related Business of the Company designated by or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction or (ii) used to retire Purchase Money Indebtedness, Mortgage Indebtedness or Senior Debt and, to permanently reduce (in the Companycase of Senior Debt that is not Purchase Money Indebtedness or Mortgage Indebtedness) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities Indebtedness, incurred under Section 4.11 hereof (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount), (2) at least 90% of the consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents, (3) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a PRO FORMA basis, to, such other Senior Indebtedness) in an amount equal to Asset Sale, and (or greater than4) the principal amount purchasedBoard of Directors of the Company determines in good faith that the Company or such Subsidiary, as applicable, receives fair market value for such Asset Sale. Pending application Notwithstanding, and without complying with, the provisions of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).covenant:

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset 17 Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be value, as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence Directors (including as to the value of compliance with this provisionall non-cash consideration), of the equity shares and assets subject to such Asset Disposition; Disposition and (2) (Aii) at least 7580% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets Cash Equivalents. With respect to any Asset Disposition occurring on or after the Issue Date from which the Company or any combination thereof (collectivelyRestricted Subsidiary receives Net Available Cash, the “Cash Consideration”) Company or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its such Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3) Subsidiary shall apply an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) firstat its election, to the extent the Company elects either (or is required by the terms of any Indebtedness), to i) prepay, repay, redeem repay or purchase Senior Indebtedness (other than any Subordinated Obligations or Preferred Stock) of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (Cii) third, to invest in Additional Assets within 365 days from the extent later of the balance date of such Asset Disposition or the receipt of such Net Available Cash after application in accordance with clauses Cash; or (Aiii) and (B), to make an offer to purchase the Holders Securities at 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase; PROVIDED, HOWEVER, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (i) above, the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to holders be permanently reduced to the extent required by the Senior Credit Agreement. Notwithstanding the foregoing provisions, the Company and its Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this covenant exceed $1.0 million. Any Net Available Cash from an Asset Disposition that is not invested or applied as provided and within the time period set forth in the first sentence of this paragraph (a) will be deemed to constitute "Excess Proceeds." For the purposes of this SECTION 3.6 and for no other Senior purpose, the following will be deemed to be cash: (x) the assumption by the transferee of Indebtedness (other than Subordinated Obligations) of the Company designated or Indebtedness of any Restricted Subsidiary of the Company and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness or Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash amount in accordance with clause (i) of the preceding paragraph) and (y) securities received by the Company) to purchase Securities (and such other Senior Indebtedness Company or any Restricted Subsidiary of the Company) pursuant to and subject to Company from the conditions contained in this Indenture, which purchase permanently reduces transferee that are promptly converted by the outstanding amount of Company or such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt)Restricted Subsidiary into cash.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be value, as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Company's Board of Directors, which determination shall be conclusive evidence Directors (including as to the value of compliance with this provisionall non-cash consideration), of the equity shares and assets subject to such Asset Disposition; , (2) (Aii) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); Equivalents and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) firstFIRST, to the extent the Company or any Restricted Subsidiary elects (or is required by the terms of any Secured Indebtedness), (x) to prepay, repay, redeem repay or purchase Senior Secured Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified Stocky) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to the Company investment in or an Affiliate acquisition of the Company) Additional Assets within 540 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) secondSECOND, within 360 days from the receipt of such Net Available Cash, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company electsmake an offer to purchase Notes at 100% of their principal amount plus accrued and unpaid interest, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cashif any, thereon; and (C) thirdTHIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), (w) to the investment in or acquisition of Additional Assets, (x) the making of Temporary Cash Investments or (y) any other purpose otherwise permitted under this Indenture, in each case within the later of 45 days after the application of Net Available Cash in accordance with clauses (A) or (B) or the date that is one year from the receipt of such Net Available Cash; PROVIDED, HOWEVER, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (B) above, the Company or such Restricted Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions, the Company and its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this covenant at any time exceeds $10.0 million. The Company shall not be required to make an offer for Notes pursuant to this covenant if the Net Available Cash available therefor (after application of the proceeds as provided in clause (A)) is less than $10.0 million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of determining whether an offer is required with respect to the Holders Net Available Cash from any subsequent Asset Disposition). For the purposes of this covenant, the following will be deemed to be cash: (and to holders x) the assumption by the transferee of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other or Senior Indebtedness of any Restricted Subsidiary and the Companyrelease of the Company or such Restricted Subsidiary from all liability on such Senior Indebtedness in connection with such Asset Disposition (in which case the Company shall, without further action, be deemed to have applied such assumed Indebtedness in accordance with clause (A) pursuant to of the preceding paragraph) and subject to (y) securities received by the conditions contained in this Indenture, which purchase permanently reduces Company or any Restricted Subsidiary of the outstanding amount of such Securities Company from the transferee that are promptly (and in any event within 90 days) converted by the Company or such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt)Restricted Subsidiary into cash.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including the value to be of all non-cash consideration), as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the equity shares and assets subject to such Asset Disposition; (2) (A) , and at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); equivalents and (3ii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) firstFIRST, to the extent the Company elects either (or is required by the terms of any Indebtedness), to i) prepay, repay, redeem or purchase Senior (and permanently reduce the commitments under) Indebtedness of the Company under any Bank Credit Agreement or any Subsidiary Guarantor Foreign Credit Agreement or Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed otherwise secured by its assets subject to the Company or an Affiliate of the Company) such Asset Disposition within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption Cash (the "Receipt Date") or purchase permanently retires, or reduces the related loan commitment (if anyii) for, such Indebtedness in an amount equal to the principal amount so prepaidextent the Company elects, repaidto acquire Additional Assets, redeemed PROVIDED, HOWEVER, that the Company shall be required to commit such Net Available Cash to the acquisition of Additional Assets within one year from the later of the date of such Asset Disposition or purchasedthe Receipt Date and shall be required to consummate the acquisition of such Additional Assets within 18 months from the Receipt Date; (B) secondSECOND, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to make an offer pursuant to paragraph (b) below to the extent Holders to purchase Securities pursuant to and subject to the Company elects, to acquire Additional Assets or to make capital expenditures conditions contained in the Oil and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cashthis Indenture; and (C) thirdTHIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B)) to any other application or use not prohibited by this Indenture. Notwithstanding the foregoing provisions of this paragraph, the Company and the Restricted Subsidiaries shall not be required to make an offer apply the Net Available Cash in accordance with this paragraph except to the Holders extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this paragraph exceeds $5.0 million (at which time, the entire unutilized Net Available Cash, and to holders not just the amount in excess of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) $5.0 million, shall be applied pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchasedparagraph). Pending application of Net Available Cash pursuant to this Section 4.07(a)4.6, such Net Available Cash shall be invested in Temporary Cash Investments Permitted Investments. For the purposes of this Section 4.6, the following are deemed to be cash or applied to temporarily reduce revolving credit cash equivalents: (x) the express assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition, and (which may include Priority Lien Debt)y) securities received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 90 days of closing the transaction.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be Fair Market Value, as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, the determination of which determination shall be conclusive evidence evidenced by a Board Resolution (including as to the value of compliance with this provisionall non-cash consideration), of the equity shares and assets subject to such Asset Disposition; (2) (Aii) at least 7585% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof ; (collectively, the “Cash Consideration”) or (Biii) the fair market value of all forms of consideration other than Cash Consideration received by Company delivers an Officers' Certificate to the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Trustee certifying that such Asset Disposition complies with clauses (after giving effect to such Asset Dispositioni) and (ii); and (3iv) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any IndebtednessSenior Indebtedness or the 10 5/8% Notes), to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (including the 10 5/8% Notes but other than Disqualified any Preferred Stock) of a Wholly-Wholly Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 270 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (B) second, to the extent of the balance of Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within 270 days from the later of such Asset Disposition or the receipt of such Net Available Cash; (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B) (such balance being the "Excess Proceeds"), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) Offer to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained of the following two paragraphs; provided, however that in this Indentureconnection with any prepayment, which repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this provision, the Company and its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this provision except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this provision exceed $15 million (taking into account income earned on any Excess Proceeds). Pending application of Net Available Cash pursuant to this Section 4.07(a)provision, such Net Available Cash shall be invested in Temporary Cash Investments Investments. Upon an Event of Loss incurred by the Company or any of its Restricted Subsidiaries, the Net Available Cash received from such Event of Loss shall be applied in the same manner as proceeds from Asset Dispositions described above and pursuant to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt)the procedures set forth in Section 4.06(c) below.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including as to the value to be of all non-cash consideration), as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence Directors of compliance with this provision)the Company, of the equity shares and assets subject to such Asset Disposition; (2) (A) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets equivalents (provided that such 75% requirement shall not apply to any Asset Disposition in which the cash or any combination thereof cash equivalents portion of the consideration received therefor is no less than an amount equal to the product of (collectively, the “Cash Consideration”x) or 4.5 and (By) the fair market value amount of all forms of consideration other than Cash Consideration received by EBITDA for the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed previously completed four fiscal quarters directly attributable to the assets or Capital Stock included in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly-Wholly Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days thirteen months from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days thirteen months from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer Offer to the Holders holders of the Securities (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in of this Indenture; and (D) fourth, which purchase permanently reduces to the outstanding amount extent of the balance of such Securities Net Available Cash after application in accordance with clauses (A), (B) and (C), for any purpose not prohibited by the terms of this Indenture; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such other Senior IndebtednessRestricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.06 exceeds $20,000,000. In addition, any Net Available Cash received in respect of Permitted Equipment Lease Financings Incurred pursuant to Section 4.03(b)(11) shall not be applied pursuant to Section 4.06(a)(3)(B). Pending application of Net Available Cash pursuant to this Section 4.07(a)4.06, such Net Available Cash shall may be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Senior Indebtedness of the Company or Indebtedness of any Wholly Owned Subsidiary. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: (which may include Priority Lien Debt)1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 90 days of receipt thereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be value, as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Company's Board of Directors, which determination shall be conclusive evidence Directors (including as to the value of compliance with this provisionall non-cash consideration), of the equity shares and assets subject to such Asset Disposition; , (2) (Aii) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); Equivalents and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) firstFIRST, to the extent the Company or any Restricted Subsidiary elects (or is required by the terms of any Secured Indebtedness), (x) to prepay, repay, redeem repay or purchase Senior Secured Indebtedness within 45 days from the later of the Company date of such Asset Disposition or any Subsidiary Guarantor the receipt of such Net Available Cash or Indebtedness (other than Disqualified Stocky) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to the Company investment in or an Affiliate acquisition of the Company) Additional Assets within 540 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) secondSECOND, within 360 days from the receipt of such Net Available Cash, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company electsmake an offer to purchase Securities at 100% of their principal amount plus accrued and unpaid interest, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cashif any, thereon; and (C) thirdTHIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to (w) the investment in or acquisition of Additional Assets, (x) the making of Temporary Cash Investments or (y) any other purpose otherwise permitted under this Indenture, in each case within the later of 45 days after the application of Net Available Cash in accordance with clauses (A) and (B) or the date that is one year from the receipt of such Net Available Cash; PROVIDED, HOWEVER, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (B) above, the Company or such Restricted Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions, the Company and its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this covenant at any time exceed $10.0 million. The Company shall not be required to make an offer for Securities pursuant to this covenant if the Net Available Cash available therefor (after application of the proceeds as provided in clause (A)) is less than $10.0 million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of determining whether an offer is required with respect to the Holders Net Available Cash from any subsequent Asset Disposition). For the purposes of this covenant, the following will be deemed to be cash: (and to holders x) the assumption by the transferee of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other or Senior Indebtedness of any Restricted Subsidiary of the CompanyCompany and the release of the Company or such Restricted Subsidiary from all liability on such Senior Indebtedness in connection with such Asset Disposition (in which case the Company shall, without further action, be deemed to have applied such assumed Indebtedness in accordance with clause (A) pursuant to of the preceding paragraph) and subject to (y) securities received by the conditions contained in this Indenture, which purchase permanently reduces Company or any Restricted Subsidiary of the outstanding amount of such Securities Company from the transferee that are promptly (and in any event within 90 days) converted by the Company or such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt)Restricted Subsidiary into cash.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be value, as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence Directors (including as to the value of compliance with this provisionall non-cash consideration), of the equity shares and assets subject to such Asset Disposition; (2) (A) Disposition and at least 75% of the 42 consideration thereof received by the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or cash equivalentsCash Equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3ii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, (x) to the extent the Company elects (or is required by the terms of any Senior Indebtedness), to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company) within 360 days of such Asset Disposition, (y) at the Company's election to the investment by the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified Stock) of a Wholly-Wholly Owned Subsidiary or such Restricted Subsidiary in long-term assets to replace the assets that were the subject of such Asset Disposition or a long- term asset that (as determined in good faith by the Board of Directors) is not a Subsidiary Guarantor (other than Indebtedness owed directly related to the Company or an Affiliate business of the Company) Company and the Restricted Subsidiaries existing on March 29, 2001, in each case within 540 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retiresDisposition, or reduces (z) a combination of the related loan commitment (if any) for, foregoing purposes within such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased360-day period; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to make a pro rata offer to purchase Notes at par (and, to the extent required by the Company electsinstrument governing such Indebtedness, to acquire Additional Assets or to make capital expenditures in any other Senior Subordinated Indebtedness designated by the Oil Company, at a price no greater than par) plus accrued and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; unpaid interest, and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B),for general corporate purposes otherwise not prohibited under the Indenture; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (B)) above, to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by or such Subsidiary shall retire such Indebtedness and cause the Companyrelated loan commitment (if any) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase be permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section, the Company and its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section except to the extent that the aggregate Net Available Cash from all Asset Dispositions (including any Asset Dispositions made since March 29, 2001) which are not applied in accordance with this Section exceeds $10 million. Pending application of Net Available Cash pursuant to this Section 4.07(a)Section, such Net Available Cash shall be invested in Temporary Cash Investments or applied used to temporarily reduce revolving credit Senior Indebtedness or invested in Cash Equivalents. For the purposes of this covenant, the following is deemed to be cash or Cash Equivalents: the express assumption of Indebtedness (other than any Indebtedness that is by its terms subordinated to the Notes) of the Company or any Restricted Subsidiary, but only to the extent that such assumption is effected on a basis under which may include Priority Lien Debt).there is no further recourse to the Company or any of the Restricted Subsidiaries with respect to such liabilities

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless unless: (1) the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at least equal to the fair market value Fair Market Value (including by way of relief from, or by any other Person or group of Persons assuming sole responsibility for, any liabilities, contingent or otherwise, with such fair market value Fair Market Value to be determined in advance on the date of contractually agreeing to such Asset Disposition), as determined in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence Directors or senior management of compliance with this provisionthe Company (including as to the value of all noncash consideration), of the equity shares and assets subject to such Asset Disposition; (2) (A) at least 75% of the consideration from such Asset Disposition received by the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition)Equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 360 days from after the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided at its option: (a) to prepay, repay or purchase Indebtedness (other than any Disqualified Stock or Subordinated Obligations) or Indebtedness of a Wholly Owned Subsidiary (other than any Disqualified Stock or Guarantor Subordinated Obligation of a Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company or, in the case of Net Available Cash from Asset Dispositions by a Foreign Subsidiary, to prepay, repay or purchase Indebtedness of such Foreign Subsidiary if required by the terms of Indebtedness of such Foreign Subsidiary); provided, however, that, in connection with any prepayment, repayment, redemption repayment or purchase permanently retiresof Indebtedness pursuant to this clause (a), the Company or reduces such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) for, such Indebtedness to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed repaid or purchased; and (Bb) second, to invest in Additional Assets; provided that pending the extent final application of the balance of any such Net Available Cash after application in accordance with clause (A)a) or clause (b) above, to the extent the Company elects, to acquire Additional Assets and its Restricted Subsidiaries may temporarily reduce Indebtedness or to make capital expenditures in the Oil and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of otherwise invest such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated any manner not prohibited by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) the Company or such Restricted Subsidiary receives consideration at least equal to the fair market value (such fair market value to be determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the equity and assets subject to such Asset Disposition; (2) (A) at least 75% of the consideration received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of such consideration other than Cash Consideration received by since the Company and its Restricted Subsidiaries since September 30, 2017 date of this Indenture does not exceed in the aggregate 10% of the ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders holders of the Securities (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Subordinated Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).Indebtedness

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, directly in one or indirectlya series of related transactions, consummate any an Asset Disposition Sale unless (1i) the Company (or such Restricted Subsidiary the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (such fair market value to be as reasonably determined in advance in good faith and evidenced by an Officer or an officer a resolution of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), Directors set forth in an Officers' Certificate delivered to the Trustee) of the equity assets or Equity Interests issued or sold or otherwise disposed of and assets subject to such Asset Disposition; (2) (Aii) at least 7580% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalentsCash Equivalents, Additional Assets PROVIDED that for purposes of this provision, (x) the amount of (A) any liabilities (as shown on the most recent balance sheet of the Company or such Subsidiary or in the notes thereto) of the Company or such Subsidiary that are assumed by the transferee of any such assets (other than liabilities that are by their terms PARI PASSU with or subordinated to the Securities or the guarantee of the Guarantors, as applicable) and (B) any securities or other obligations received by the Company or any combination thereof such Subsidiary from such transferee that are immediately converted by the Company or such Subsidiary into cash or Cash Equivalents (collectivelyor as to which the Company or such Subsidiary has received at or prior to the consummation of the Asset Sale a commitment (which may be subject to customary conditions) from a nationally recognized investment, merchant or commercial bank to convert into cash or Cash Equivalents within 90 days of the “consummation of such Asset Sale and which are thereafter actually converted into cash or Cash Consideration”Equivalents within such 90-day period) will be deemed to be cash or Cash Equivalents (Band shall be deemed to be Net Proceeds for purposes of the following provisions as and when reduced to cash or Cash Equivalents) to the extent of the net cash or Cash Equivalents realized thereon and (y) the fair market value of all forms of consideration other than any Non-Cash Consideration received by the Company or a Subsidiary in any Non-Qualified Asset Sale shall be deemed to be cash to the extent that the aggregate fair market value (as reasonably determined and evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of all Non-Cash Consideration (measured at the time received and without giving effect to any subsequent changes in value) received by the Company or any of its Restricted Subsidiaries since September 30, 2017 the date of this Indenture in all Non-Qualified Asset Sales does not exceed 5% of Stockholders' Equity as of the date of such consummation. Notwithstanding the foregoing, to the extent the Company or any of its Subsidiaries receives Non-Cash Consideration as proceeds of an Asset Sale, such Non-Cash Consideration shall be deemed to be Net Proceeds for purposes of (and shall be applied in accordance with) the following provisions when the Company or such Subsidiary receives cash or Cash Equivalents from a sale, repayment, exchange, redemption or retirement of or extraordinary dividend or return of capital on such Non-Cash Consideration. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or such Subsidiary may apply such Net Proceeds (i) to purchase one or more Nursing Facilities or Related Businesses and/or a controlling interest in the Capital Stock of a Person owning one or more Nursing Facilities and/or one or more Related Businesses (and no other material assets), (ii) to make a capital expenditure or to acquire other tangible assets, in each case, that are used or useful in any business in which the Company is permitted to be engaged pursuant to Section 4.17 hereof or (iii) to permanently reduce Senior Debt (including, in the case of Senior Revolving Debt, to correspondingly reduce commitments with respect thereto). Pending the final application of any such Net Proceeds, the Company or such Subsidiary may temporarily reduce Senior Revolving Debt. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate 10% amount of ACNTA at Excess Proceeds exceeds $25 million, the time Company shall make an offer to all Holders and holders of any other Indebtedness of the applicable Company ranking senior to or on a parity with the Securities from time to time outstanding with similar provisions requiring the Company to make an offer to purchase or to redeem such Indebtedness with the proceeds from any Asset Disposition Sales, pro rata in proportion to the respective principal amounts (after giving effect or, if applicable, accreted values of Indebtedness issued with an original issue discount) of Securities and such other Indebtedness then outstanding (collectively, an "ASSET SALE OFFER") to purchase the maximum principal amount (or, if applicable, accreted values of Indebtedness issued with an original discount) of the Securities and such Asset Disposition); and (3) other Indebtedness that may be purchased out of the Excess Proceeds, at an amount offer price in cash equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiaryprincipal amount thereof plus accrued and unpaid interest thereon and Liquidated Damages, as the case may be) (A) firstif any, to the extent date of purchase (the Company elects (or is required by the terms of any Indebtedness"ASSET SALE PAYMENT"), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the procedures set forth in Section 2.14. To the extent that the Company electsaggregate amount of (or, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days from the later if applicable, accreted values of the date of such Asset Disposition or the receipt of such Net Available Cash; and (CIndebtedness issued with an original issue discount) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) tendered pursuant to and subject to an Asset Sale Offer is less than the conditions contained in Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes not prohibited at the time under this Indenture, which purchase permanently reduces . If the outstanding aggregate principal amount of such Securities (and such other Senior Indebtedness) in Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Securities and such other Indebtedness will be purchased on a pro rata basis. Upon completion of an Asset Sale Offer, the amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash Excess Proceeds shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt)reset at zero.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), Fair Market Value of the equity shares and assets subject to such Asset Disposition; , (2) (Aii) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets Temporary Cash Investments; provided that the amount of (1) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Company or any combination thereof Restricted Subsidiary (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash liabilities that are by their terms subordinated to the Notes), that are assumed by the transferee of any such assets (provided that the Company or such Restricted Subsidiary is released from all liability with respect thereto), (2) any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Disposition and (3) any Designated Noncash Consideration received by the Company and or any of its Restricted Subsidiaries since September 30in such Asset Disposition having an aggregate Fair Market Value, 2017 does taken together with all other Designated Noncash Consideration received pursuant to this clause (3) that is at that time outstanding, not to exceed in the aggregate 10greater of (A) $25.0 million or (B) 3% of ACNTA Total Assets at time of receipt of such Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time of the applicable Asset Disposition (after received and without giving effect to such Asset Dispositionsubsequent changes in value), shall be deemed to be cash for purposes of this provision and for no other purpose; and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A1) first, (A) to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly-Owned Restricted Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the CompanyCompany and other than Preferred Stock) or (B) to the extent the Company or such Restricted Subsidiary elects, to acquire Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary), in the case of each of clauses (A) and (B), within 540 days from one year after the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B2) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A1), to make an Offer to purchase the extent Notes pursuant to and subject to the conditions of Section 4.06(b); provided, however, that if the Company electselects (or is required by the terms of any Senior Subordinated Indebtedness), such Offer may be made ratably to acquire Additional Assets or to make capital expenditures in purchase the Oil Notes and Gas Business within 540 days from the later other Senior Subordinated Indebtedness of the date of such Asset Disposition or the receipt of such Net Available CashCompany; and (C3) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A1) and (B2), to make an offer for any general corporate purpose permitted pursuant to the Holders terms of this Indenture; provided, however that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (and to holders of other Senior Indebtedness of 1) (A) or (2) above, the Company designated by or such Restricted Subsidiary shall retire such Indebtedness and shall cause the Companyrelated loan commitment (if any) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase be permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid or purchased. Pending application Notwithstanding the foregoing provisions of this Section 4.06, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash pursuant to in accordance with this Section 4.07(a), such 4.06(a) except to the extent that the aggregate Net Available Cash shall be invested from all Asset Dispositions that is not applied in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness accordance with this Section 4.06 (which may include Priority Lien Debt)a) exceeds $5.0 million.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless (1) the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value (value, as determined in good faith by the Board of Directors or, if such fair market value to be determined in advance is less than $10.0 million, in good faith by an Officer or an officer (including as to the value of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provisionall non-cash consideration), of the equity shares and assets subject to such Asset Disposition; (2) (A) at least 75% of the aggregate consideration received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries from such Asset Disposition and all other Asset Dispositions since September 30the Issue Date, 2017 does not exceed is in the aggregate 10% form of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition)cash or Cash Equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) , (A) first, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), ) to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor Senior Indebtedness or Indebtedness (other than Disqualified any Preferred Stock) of a Wholly-Owned Restricted Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash); provided, provided such however, that, in connection with any prepayment, repayment, redemption repayment or purchase permanently retiresof Indebtedness pursuant to this clause (A), the Company or reduces such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) for, such Indebtedness to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed repaid or purchased; and (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to acquire invest in Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including as to the value to be of all non-cash consideration), as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the equity shares and assets subject to such Asset Disposition; (2) (A) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash, cash equivalents, Additional Assets or any combination thereof (collectively"Permitted Consideration"); provided, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by however, that the Company and its Restricted Subsidiaries since September 30shall be permitted to receive Property other than Permitted Consideration, 2017 does so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition)Adjusted Consolidated Net Tangible Assets; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly-Owned Restricted Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).;

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be value, as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence Directors (including as to the value of compliance with this provisionall non-cash consideration), of the equity shares and assets subject to such Asset Disposition; (2) (A) Disposition and at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or cash equivalentsCash Equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3ii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, (x) to the extent the Company elects (or is required by the terms of any Senior Indebtedness), to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company) within 360 days of such Asset Disposition, (y) at the Company's election to the investment by the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified Stock) of a Wholly-Wholly Owned Subsidiary or such Restricted Subsidiary in long-term assets to replace the assets that were the subject of such Asset Disposition or a long-term asset that (as determined in good faith by the Board of Directors) is not a Subsidiary Guarantor (other than Indebtedness owed directly related to the Company or an Affiliate business of the Company) Company and the Restricted Subsidiaries existing on November 25, 2003, in each case within 540 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retiresDisposition, or reduces (z) a combination of the related loan commitment (if any) for, foregoing purposes within such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased360-day period; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to make a pro rata offer to purchase Notes at par (and, to the extent required by the Company electsinstrument governing such Indebtedness, to acquire Additional Assets or to make capital expenditures in any other Senior Subordinated Indebtedness designated by the Oil Company, at a price no greater than par) plus accrued and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; unpaid interest, and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), for general corporate purposes otherwise not prohibited under this Indenture; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to make an offer to the Holders clause (and to holders of other Senior Indebtedness of A) or (B) above, the Company designated by or such Subsidiary shall retire such Indebtedness and cause the Companyrelated loan commitment (if any) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase be permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.17, the Company and its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section except to the extent that the aggregate Net Available Cash from all Asset Dispositions (including any Asset Dispositions made since November 25, 2003) which are not applied in accordance with this Section exceeds $25 million. Pending application of Net Available Cash pursuant to this Section 4.07(a)Section, such Net Available Cash shall be invested in Temporary Cash Investments or applied used to temporarily reduce revolving credit Senior Indebtedness or invested in Cash Equivalents. For the purposes of this Section 4.17, the following is deemed to be cash or Cash Equivalents: the express assumption of Indebtedness (other than any Indebtedness that is by its terms subordinated to the Notes) of the Company or any Restricted Subsidiary, but only to the extent that such assumption is effected on a basis under which may include Priority Lien Debt).there is no further recourse to the Company or any of the Restricted Subsidiaries with respect to such liabilities

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate any an Asset Disposition unless unless: (1) the Company (or such the Restricted Subsidiary Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition which, taken as a whole, is at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; (2) such fair market value to be is determined in advance in good faith by an Officer or an officer the Company's Board of Directors and evidenced by a resolution of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of Directors set forth in an Officers' Certificate delivered to the equity and assets subject to such Asset DispositionAgent; (2) (A3) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets Cash Equivalents or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); Marketable Securities and (34) an amount equal to 100% of the Net Available Cash Proceeds from such Asset Disposition is are applied by the Company (or such Restricted Subsidiary, as the case may be) , (A) first, to the extent the Company elects (or any Restricted Subsidiary is required by the terms of any IndebtednessSenior Indebtedness (other than the Cash Pay Loans or Exchange Notes), to prepay, repay, redeem repay or purchase such Senior Indebtedness; and (B) second, to prepay or redeem the Loans and Exchange Notes at par, plus accrued and unpaid interest, if any, thereon, in accordance with Section 2.5(e); provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness of pursuant to the preceding clause (4)(A), the Company or any such Restricted Subsidiary Guarantor or shall retire such Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces and shall cause the related loan commitment (commitment, if any) for, such Indebtedness to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed repaid or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be value, as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence Directors (including as to the value of compliance with this provisionall non-cash consideration), of the equity shares and assets subject to such Asset Disposition; , (2) (Aii) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); Equivalents and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company or any Restricted Subsidiary, as the case may ----- be, elects (or is required by the terms of any Senior Indebtedness), to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified any Preferred Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 180 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (CB) thirdsecond, to the extent of the balance of such Net Available Cash after ------ application in accordance with clause (A), at the Company's election to the investment in Additional Assets within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) third, to ----- the extent of the balance of such Net Available Cash after application and in accordance with clauses (A) and (B), to make an offer to purchase (an "Offer") Notes and other pari passu debt obligations subject to a similar covenant (collectively, the Holders "pari passu Notes") at par plus accrued and unpaid interest, if any, thereon; and (and D) fourth, to holders of other Senior Indebtedness the extent of the Company designated balance of such Net ------ Available Cash after application in accordance with clauses (A), (B) and (C), for other general corporate purposes not prohibited by the CompanyIndenture; provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) above, the Company or such Restricted Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (if any) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase be permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid or purchased. Pending application of Notwithstanding the foregoing provisions, the Company and its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this covenant exceed $5 million. The Company shall not be required to make an Offer for the Notes and for the pari passu Notes pursuant to this Section 4.07(a), such covenant if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (A) and (B)) are less than $5 million for any particular Asset Disposition (which lesser amounts shall be invested in Temporary carried forward for purposes of determining whether an Offer is required with respect to the Net Available Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debtfrom any subsequent Asset Disposition).

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company UCAR International shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) the Company UCAR International or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including as to the value to be of all non-cash consideration), as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of DirectorsDirectors (or, which if the fair market value is less than $25.0 million, the chief financial officer) of UCAR International, whose good faith determination shall be conclusive evidence of compliance with this provision), of the equity shares and assets subject to such Asset Disposition; (2) (A) at least 75% of the consideration thereof received by the Company UCAR International or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company UCAR International (or such Restricted Subsidiary, as the case may be) (A) firstFIRST, to the extent the Company UCAR International elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company Company, any Guarantor or any Subsidiary Guarantor Intercompany Note Obligor or Indebtedness (other than any Disqualified Stock) of a Wholly-Owned any other Subsidiary that is not a Wholly Owned Subsidiary Guarantor (in each case other than Indebtedness owed to the Company UCAR International or an Affiliate of the CompanyUCAR International) within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) secondSECOND, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company UCAR International elects, to acquire or commit to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; PROVIDED, HOWEVER, that if UCAR International elects to commit to acquire Additional Assets, such acquisition shall be consummated no later than six months after the end of such one year period; and (C) thirdTHIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders of the Securities (and to holders of other Senior Indebtedness of the Company Company, any Guarantor or any Intercompany Note Obligor designated by the CompanyUCAR International) to purchase Securities (and such other Senior Indebtedness of the CompanyIndebtedness) pursuant to and subject to the conditions contained in this IndentureSection 4.06(c); PROVIDED, which HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C), UCAR International or such Restricted Subsidiary shall permanently reduces retire such Indebtedness and shall cause the outstanding amount of such Securities related loan commitment (and such other Senior Indebtednessif any) to be permanently reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid, redeemed or purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).Notwithstanding the

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), Fair Market Value of the equity shares and assets subject to such Asset Disposition; , (2) (Aii) at least 7580% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash cash, Temporary Cash Investments or cash equivalents, Additional Assets or any combination thereof other Qualified Proceeds (collectively, provided that the “Cash Consideration”) or aggregate Fair Market Value of Qualified Proceeds (B) the fair market value of all forms of consideration other than cash and Temporary Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does Investments) shall not exceed in $10 million since the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); Closing Date) and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A1) first, (A) to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly-Wholly Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the CompanyCompany and other than Preferred Stock) or (B) to the extent the Company or such Restricted Subsidiary elects, to acquire Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary), in each case, within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided, provided however, that pending the final application of any such prepaymentNet Available Cash under clause (1), repayment, redemption the Company or purchase permanently retires, such Restricted Subsidiary may temporarily reduce amounts available under revolving credit facilities or reduces the related loan commitment (if any) for, invest such Indebtedness Net Available Cash in an amount equal to the principal amount so prepaid, repaid, redeemed or purchasedTemporary Cash Investments; (B2) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A1), to make an Offer to purchase Notes pursuant to and subject to the extent conditions of Section 4.06(b); provided, however, that if the Company electselects (or is required by the terms of any Senior Subordinated Indebtedness), such Offer may be made ratably to acquire Additional Assets or to make capital expenditures in purchase the Oil Notes and Gas Business within 540 days from the later other Senior Subordinated Indebtedness of the date of such Asset Disposition or the receipt of such Net Available Cash; Company, and (C3) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A1) and (B2), for general corporate purposes; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to make an offer to the Holders clause (and to holders of other Senior Indebtedness of the Company designated by 1), (2) or (3) above, the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including as to the value to be of all non-cash consideration), as determined in advance in good faith by the senior management of the Company or, in the case of an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds in excess of $50.0 5.0 million, by the Board of Directors, which determination shall be conclusive evidence Directors of compliance with this provision)the Company, of the equity shares and assets subject to such Asset Disposition; (2) (A) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) pursuant to one or more of the following: (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any a Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly-Owned Restricted Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B) of this Section 4.06(a)(3), to make an offer Offer to the Holders holders of the Securities (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained of this Section 4.06; PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) of this IndentureSection 4.06(a)(3), which purchase the Company or such Restricted Subsidiary shall permanently reduces retire such Indebtedness and shall cause the outstanding amount of such Securities related loan commitment (and such other Senior Indebtednessif any) to be permanently reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid or purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless unless: (1) the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at least equal to the fair market value (such fair market value to be determined in advance on the date of contractually agreeing to such Asset Disposition), as determined in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence Directors (including as to the value of compliance with this provisionall non-cash consideration), of the equity shares and assets subject to such Asset Disposition; (2) (A) at least 75% of the consideration from such Asset Disposition received by the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition)Equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) : (Aa) first, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified StockStock or Subordinated Obligations) or Indebtedness of a Wholly-Owned Subsidiary that is not a (other than any Disqualified Stock or Subsidiary Guarantor Subordinated Obligation of a Wholly-Owned Subsidiary Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided, provided such however, that, in connection with any prepayment, repayment, redemption repayment or purchase permanently retiresof Indebtedness pursuant to this clause (a), the Company or reduces such Restricted Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (if any) for, such Indebtedness to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed repaid or purchased; and (Bb) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (Aa), to the extent the Company or such Restricted Subsidiary elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to provided that pending the extent final application of the balance of any such Net Available Cash after application in accordance with clauses clause (Aa) and or clause (B)b) above, to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior its Restricted Subsidiaries may temporarily reduce Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), otherwise invest such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt)any manner not prohibited by this Indenture.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be value, as determined in advance in good faith by an Officer or an officer senior management for Asset Dispositions of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds less than $50.0 million, 5 million and by the Board of Directors, which determination shall be conclusive evidence Directors of compliance with this provisionthe Company in good faith for Asset Dispositions of $5 million or more (including in each case as to the value of all non cash consideration), of the equity shares and assets subject to such Asset Disposition; , (2) (Aii) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Temporary Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); Investments and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) , (A) first, within 270 days from the receipt of such Net Available Cash to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of the New Credit Facility or any Senior Indebtedness), to prepay, repay, redeem purchase or purchase otherwise acquire Indebtedness under the New Credit Facility or other Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified Stock) of a Wholly-Wholly Owned Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company); (B) to the extent of any remaining balance of Net Available Cash after any election in accordance with clause (A), to the extent the Company or such Restricted Subsidiary, as the case may be, elects, to the investment by the Company or any Wholly Owned Subsidiary in Additional Assets within 360 days from the receipt of such Net Available Cash (except that the Company shall be deemed to have so invested such Net Available Cash within 360 days if, within such 360 days, it has entered into a binding commitment to invest such Net Available Cash and such Net Available Cash is not a actually invested within 90 days thereafter); (C) to the extent of any remaining balance of such Net Available Cash after any election in accordance with clauses (A) and (B), to make an Offer (as defined below) to purchase Securities pursuant to and subject to the conditions set forth in paragraph (b) of this covenant within 45 days from the application of Net Available Cash in accordance with clauses (A) and (B); and (D) to the extent of any remaining balance of such Net Available Cash after election or application in accordance with clauses (A), (B) and (C), to (x) the acquisition by the Company or any Wholly Owned Subsidiary Guarantor of Additional Assets, (y) the prepayment, repayment, purchase or other acquisition of Indebtedness of the Company (other than Indebtedness owed to an Affiliate of the Company and other than Disqualified Stock of the Company) or Indebtedness of any Restricted Subsidiary (other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash(z) general corporate purposes; provided, provided such however that in connection with any prepayment, repayment, redemption purchase or purchase permanently retiresother acquisition of Indebtedness pursuant to clause (A), (C) or reduces (D) above, the Company or such Restricted Subsidiary will retire such Indebtedness and will cause any related loan commitment or availability (if any) for, such Indebtedness to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed purchased or purchased; (B) secondacquired, to except that pending the extent final application of any such Net Available Cash, the balance of Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility or otherwise invest such Net Available Cash after application in accordance with clause Temporary Cash Investments. For the purposes of this Section 4.6, the following are deemed to be cash: (A), to x) the extent assumption by the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days from the later transferee of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated or any Restricted Subsidiary (other than Indebtedness that is subordinated to the Securities or the Subsidiary Guarantees) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition, (y) securities received by the CompanyCompany or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash and (z) to purchase Securities Additional Assets received in an exchange of assets transaction; provided that (and i) in the event such other Senior Indebtedness exchange of assets transaction or series of related exchange of assets transactions (each an "Exchange Transaction") involves an aggregate value in excess of $2,500,000, the terms of such Exchange Transaction shall have been approved by a majority of the Companydisinterested members of the Board of Directors, (ii) pursuant to and subject in the event such Exchange Transaction involves an aggregate value in excess of $5,000,000, the Company shall have received a written opinion from a nationally recognized independent investment banking firm that the Company has received consideration equal to the conditions contained in this Indenture, which purchase permanently reduces fair market value of the outstanding amount assets disposed of such Securities and (and such other Senior Indebtednessiii) in an amount equal any assets to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash be received shall be invested comparable to those being exchanged as determined in Temporary Cash Investments or applied good faith by the Board of Directors, except that up to temporarily reduce revolving credit Indebtedness (which $1,000,000 of consideration in any Exchange Transaction may include Priority Lien Debt)consist of marketing and similar credits in lieu of comparable assets.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be value, as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence Directors (including as to the value of compliance with this provisionall non-cash consideration), of the equity shares and assets subject to such Asset Disposition; (2) (A) Disposition and at least 7590% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3ii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any IndebtednessDebt), to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company Debt or any Subsidiary Guarantor or Indebtedness Debt (other than Disqualified any Redeemable Stock) of a Wholly-Wholly Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness Debt owed to the Company or an Affiliate of the Company) within 540 60 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), at the Company's election to the extent investment by the Company electsor any Restricted Subsidiary in assets to replace the assets that were the subject of such Asset Disposition or in assets that, to acquire Additional Assets or to make capital expenditures as determined by the Board of Directors and evidenced by resolutions of the Board of Directors, will be used in the Oil businesses of the Company and Gas Business its Restricted Subsidiaries existing on the Issue Date or in businesses reasonably related thereto, in all cases within 540 270 days from after the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent the Company is entitled pursuant to then existing contractual limitations to receive dividends and distributions from the relevant Restricted Subsidiary and to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which Indenture to the Holders (and to holders of other Debt designated by the Company that is pari passu with the Securities) to purchase permanently reduces the outstanding amount of such Securities (and such other Senior IndebtednessDebt) at a purchase price of 100% of the principal amount thereof (without premium) plus accrued and unpaid interest (or in respect of such other Debt such lesser price, if any, as may be provided for by the terms of such other Debt); and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C), to the prepayment, repayment or purchase of Debt (other than any Redeemable Stock) of the Company (other than Debt owed to an Affiliate of the Company) or Debt of any Restricted Subsidiary (other than Debt owed to the Company or an Affiliate of the Company), in each case within 360 days after the later of the receipt of such Net Available Cash and the date the offer described in clause (C) is consummated; provided, however, that, in connection with any prepayment, repayment or purchase of Debt pursuant to clause (A), (C) or (D) above, the Company or such Restricted Subsidiary shall retire such Debt and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.06 exceeds $5,000,000. The Company shall not permit any Non-Recourse Subsidiary to make any Asset Disposition unless such Non-Recourse Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value of the shares or assets so disposed of. Pending application of Net Available Cash pursuant to this Section 4.07(a)4.06, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt)Permitted Investments.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including as to the value to be of all non-cash consideration), as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the equity shares and assets subject to such Asset Disposition; (2) (A) Disposition and at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents. For the purposes of this Section 10.13, Additional Assets the following are deemed to be cash or cash equivalents: (x) the assumption of Indebtedness of the Company or any combination Restricted Subsidiary, (y) securities received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days after receipt thereof and (collectively, the “Cash Consideration”z) or (B) the fair market value of all forms of consideration other than Cash any Designated Noncash Consideration received by the Company and or any of its Restricted Subsidiaries since September 30in such Asset Sale having an aggregate fair market value, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable taken together with all other Designated Noncash Consideration received pursuant to this clause With respect to any Asset Disposition occurring on or after the Issue Date from which the Company or any Restricted Subsidiary receives Net Available Cash, the Company or such Restricted Subsidiary shall (i) within 360 days after giving effect to the date such Asset Disposition); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, received and to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness), ) to (A) apply an amount equal to such Net Available Cash to prepay, repay, redeem repay or purchase Indebtedness under the Senior Credit Agreements or Indebtedness of secured by a Permitted Lien, in each case owing to a Person other than the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to the Company or an Affiliate of the Company, or (B) within 540 days from the later of the date of such Asset Disposition invest an equal amount, or the receipt amount not so applied pursuant to clause (A), in Additional Assets (including by means of such an Investment in Additional Assets by a Restricted Subsidiary with Net Available CashCash received by the Company or another Restricted Subsidiary) and (ii) apply such excess Net Available Cash (to the extent not applied pursuant to clause (i)) as provided in the following paragraphs of this Section 10.13; provided, provided such however, that in connection with any prepayment, repayment, redemption repayment or purchase permanently retiresof Indebtedness pursuant to clause (A) above, the Company or reduces such Restricted Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (if any) for, such Indebtedness to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed repaid or purchased; (B) second, to the extent . The amount of the balance of such Net Available Cash after application in accordance with required to be applied pursuant to clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil ii) above and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. not theretofore so applied shall constitute "Excess Proceeds." Pending application of Net Available Cash pursuant to this Section 4.07(a)provision, such Net Available Cash shall be invested in Temporary Cash Investments or applied Investments. If at any time the aggregate amount of Excess Proceeds not theretofore subject to temporarily reduce revolving credit Indebtedness an Excess Proceeds Offer (as defined below) totals at least $15 million the Company shall, not later than 30 days after the end of the period during which may include Priority Lien Debtthe Company is required to apply such Excess Proceeds pursuant to clause (i) of the immediately preceding paragraph of this Section 10.13(a) (or, if the Company so elects, at any time within such period)., make an offer (an "Excess Proceeds Offer") to purchase from the Holders on a pro rata basis an aggregate principal amount of Notes equal to the Excess Proceeds (rounded down to the nearest multiple of $1,000) on such date, at a purchase price equal to 100% of the principal amount of such Notes, plus, in each case, accrued interest (if any) to the date of purchase (the "Excess Proceeds Payment"). Upon completion of an Excess Proceeds Offer the amount of Excess Proceeds remaining

Limitation on Sales of Assets and Subsidiary Stock. (a) )______ The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including as to the value to be of all non-cash consideration), as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the equity shares and assets subject to such Asset Disposition; (2) (A) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash, cash equivalents, Additional Assets or any combination thereof (collectively"Permitted Consideration"); provided, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by however, that the Company and its Restricted Subsidiaries since September 30shall be permitted to receive Property other than Permitted Consideration, 2017 does so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition)Adjusted Consolidated Net Tangible Assets; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly-Owned Restricted Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer Offer to the Holders holders of the Securities (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the CompanyIndebtedness) pursuant to and subject to the conditions contained of Section 4.8(b); provided, however, that in this Indentureconnection with any prepayment, which repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently reduces retire such Indebtedness and shall cause the outstanding amount of such Securities related loan commitment (and such other Senior Indebtednessif any) to be permanently reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.8, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.8(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.8(a) exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.07(a4.8(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.8(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (which may include Priority Lien Debt)2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), Fair Market Value of the equity shares and assets subject to such Asset Disposition; Disposition and (2) (Aii) at least 7580% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash cash, Temporary Cash Investments or cash equivalents, Additional Assets or any combination thereof other Qualified Proceeds (collectively, provided that the “Cash Consideration”) or aggregate Fair Market Value of Qualified Proceeds (B) the fair market value of all forms of consideration other than cash and Temporary Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does Investments) shall not exceed in $10.0 million since the aggregate 10% Closing Date). Within 365 days after the receipt of ACNTA at the time of the applicable Asset Disposition (after giving effect to any Net Available Cash from such Asset Disposition); and (3) , the Company or such Restricted Subsidiary may apply an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by (w) to repay or cash collateralize any Credit Agreement Obligations or the Company (or such Restricted Subsidiary, as the case may be) (A) firstNotes, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior repay Indebtedness of the Company or any Subsidiary Guarantor of its Restricted Subsidiaries secured by assets not in the Collateral, or to repay any Indebtedness (other than Disqualified Stock) of a Wholly-Owned any Restricted Subsidiary that is not a Subsidiary Guarantor Guarantor; (x) to acquire all or substantially all of the assets of another Permitted Business; (y) to make a capital expenditure; or (z) to acquire other than long-term assets that are used or useful in the Permitted Business; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness owed pursuant to clause (x) above, the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of Restricted Subsidiary shall retire such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces Indebtedness and shall cause the related loan commitment (if any) for, such Indebtedness to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed repaid or purchased; . For the purposes of clause (a)(ii) of this Section 4.06 only, the following are deemed to be cash: (A) the assumption of any liabilities (as shown on the Company's or a Restricted Subsidiary's most recent balance sheet) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability in connection with such Asset Disposition and (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent any securities or other obligations received by the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days any Restricted Subsidiary from the later transferee that are converted within 90 days of receipt by the date Company or such Restricted Subsidiary into cash. Pending the final application of such Asset Disposition or the receipt of such any Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and or such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to Restricted Subsidiary may temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt)borrowings or otherwise invest the Net Available Cash in any manner that is not prohibited by this Indenture.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), Fair Market Value of the equity shares and assets subject to such Asset Disposition; Disposition and (2) (Aii) at least 7580% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash cash, Temporary Cash Investments or cash equivalents, Additional Assets or any combination thereof other Qualified Proceeds (collectively, provided that the “Cash Consideration”) or aggregate Fair Market Value of Qualified Proceeds (B) the fair market value of all forms of consideration other than cash and Temporary Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does Investments) shall not exceed in $10 million since the aggregate 10% Closing Date). Within 365 days after the receipt of ACNTA at the time of the applicable Asset Disposition (after giving effect to any Net Available Cash from such Asset Disposition); and (3) , the Company or such Restricted Subsidiary may apply an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (w) to repay or such Restricted Subsidiary, as the case may be) (A) firstcash collateralize any Credit Agreement Obligations, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior repay Indebtedness of the Company or any Subsidiary Guarantor of its Restricted Subsidiaries secured by assets not in the Collateral, or to repay any Indebtedness (other than Disqualified Stock) of a Wholly-Owned any Restricted Subsidiary that is not a Subsidiary Guarantor Guarantor; (x) to acquire all or substantially all of the assets of another Permitted Business; (y) to make a capital expenditure; or (z) to acquire other than long-term assets that are used or useful in the Permitted Business; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness owed pursuant to clause (x) above, the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of Restricted Subsidiary shall retire such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces Indebtedness and shall cause the related loan commitment (if any) for, such Indebtedness to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed repaid or purchased; . For the purposes of clause (a)(ii) of this Section 4.06 only, the following are deemed to be cash: (A) the assumption of any liabilities (as shown on the Company's or a Restricted Subsidiary's most recent balance sheet) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability in connection with such Asset Disposition and (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent any securities or other obligations received by the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days any Restricted Subsidiary from the later transferee that are converted within 90 days of receipt by the date Company or such Restricted Subsidiary into cash. Pending the final application of such Asset Disposition or the receipt of such any Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and or such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to Restricted Subsidiary may temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt)borrowings or otherwise invest the Net Available Cash in any manner that is not prohibited by this Indenture.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless unless: (1) the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at least equal to the fair market value (such fair market value to be determined in advance on the date of contractually agreeing to such Asset Disposition), as determined in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence Directors (including as to the value of compliance with this provisionall non-cash consideration), of the equity shares and assets subject to such Asset Disposition; (2) (A) at least 75% of the consideration from such Asset Disposition received by the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectivelyCash Equivalents; provided that for the purposes of this Section 3.8, the “Cash Consideration”following shall be deemed to be cash: (A) the assumption by the transferee of Indebtedness (other than Subordinated Obligations or Disqualified Stock) of the Company or Indebtedness of a Restricted Subsidiary (other than Guarantor Subordinated Obligations or Disqualified Stock of any Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such deemed cash to Indebtedness); and (B) the fair market value of all forms of consideration securities, notes or other than Cash Consideration obligations received by the Company and its or any Restricted Subsidiaries since September 30, 2017 does not exceed in Subsidiary from the aggregate 10% of ACNTA at transferee that are converted by the time of the applicable Asset Disposition (Company or such Restricted Subsidiary into cash within 180 days after giving effect to such Asset Disposition)receipt; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) : (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior repay Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified StockStock or Subordinated Obligations) or Indebtedness of a Wholly-Owned Restricted Subsidiary that is not (other than any Disqualified Stock or Guarantor Subordinated Obligations of a Subsidiary Guarantor Guarantor) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) and, if the Indebtedness repaid is revolving credit indebtedness, to correspondingly reduce commitments with respect thereto within 540 365 days after the later of the date of such Asset Disposition or the receipt of such Net Available Cash; or (B) to invest in Additional Assets within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash (or enter into a definitive agreement with respect thereto that is consummated within 545 days after the days after the receipt of any such Net Available Cash), provided such prepayment, repayment, redemption or purchase permanently retires, or reduces that pending the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent final application of the balance of any such Net Available Cash after application in accordance with clause (A)3)(A) or clause (3)(B) above, to the extent the Company elects, to acquire Additional Assets and its Restricted Subsidiaries may temporarily reduce Indebtedness or to make capital expenditures in the Oil and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of otherwise invest such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated any manner not prohibited by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit either of the Issuers or any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company Company, the Issuers or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be value, as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Company's Board of Directors, which determination shall be conclusive evidence Directors (including as to the value of compliance with this provisionall non-cash consideration), of the equity shares and assets subject to such Asset Disposition; , (2) (Aii) at least 7580% of the consideration thereof received by the Company Company, the Issuers or such Restricted Subsidiary is in the form of cash or cash equivalentsCash Equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) applied: (A) first, to if at the extent time of the Asset Disposition the Company elects (or is required has not yet achieved Profitable Operations, pro rata to a mandatory offer by the terms of any Indebtedness), Issuers and the Company to prepay, repay, redeem or purchase Senior Indebtedness Securities at 101% of the Company or any Subsidiary Guarantor or Indebtedness Accreted Value thereof on the date of purchase, plus accrued and unpaid interest and Additional Amounts, if any, thereon, and the repayment of principal and accrued and unpaid interest, if any, under the Bank Credit Facility and (other than Disqualified StockB) if at the time of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to the Asset Disposition the Company or an Affiliate of has achieved Profitable Operations, at the Company's option either to (1) the investment in or acquisition of Additional Assets within 540 365 days from the later of the date of such Asset Disposition or and the receipt of such Net Available CashCash or (2) pro rata to a mandatory offer by the Issuers and the Company to purchase Securities at 101% of the Accreted Value thereof on the date of purchase plus accrued and unpaid interest and Additional Amounts, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any, thereon, and the repayment of principal and accrued and unpaid interest, if any, under the Bank Credit Facility; provided that the Issuers and the Company shall be required to purchase Indebtedness pursuant to clause (2) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (1). The Issuers shall not be required to make an offer to purchase Securities pursuant to this covenant if the Net Available Cash available therefor (after application of the proceeds as provided in clause (A)) is less than U.S.$10 million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of determining whether an offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). Notwithstanding the foregoing provisions, Net Available Cash shall not be required to be applied in accordance herewith to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this covenant at any time does not exceed U.S.$10 million. Notwithstanding the foregoing, to the extent the Company electsSenior Note Indenture limits the repurchase of Securities, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), Issuers shall not be required to make an offer hereunder for the repurchase of Securities. For the purposes of this Section 4.06, the following will be deemed to be cash: (x) the Holders (and to holders assumption by transferee of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company, the Issuers or any Restricted Subsidiary and the release of the Company, the Issuers or any Restricted Subsidiary from all liability on such Senior Indebtedness in connection with such Asset Disposition and (y) pursuant to and subject to securities received by the conditions contained in this IndentureCompany, which purchase permanently reduces the outstanding amount of such Securities Issuers or any Restricted Subsidiary from the transferee that are promptly (and in any event within 60 days) converted by the Company, the Issuers or such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt)Restricted Subsidiary into cash.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including as to the value to be of all non-cash consideration), as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the equity shares and assets subject to such Asset Disposition; (2) (A) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash, cash equivalents, Additional Assets or any combination thereof (collectively"Permitted Consideration"); provided, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by however, that the Company and its Restricted Subsidiaries since September 30shall be permitted to receive Property other than Permitted Consideration, 2017 does so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition)Adjusted Consolidated Net Tangible Assets; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly-Owned Restricted Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer Offer to the Holders holders of the Debt Securities (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Debt Securities (and such other Senior Indebtedness of the CompanySenor Indebtedness) pursuant to and subject to the conditions contained of Section 4.15(b); provided, however, that in this Indentureconnection with any prepayment, which repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently reduces retire such Indebtedness and shall cause the outstanding amount of such Securities related loan commitment (and such other Senior Indebtednessif any) to be permanently reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.15, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.15(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.15(a) exceeds $20.0 million. Pending application of Net Available Cash pursuant to this Section 4.07(a4.15(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.15(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (which may include Priority Lien Debt)2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash.

Limitation on Sales of Assets and Subsidiary Stock. (a) -------------------------------------------------- The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), Fair Market Value of the equity and shares or assets that are the subject to matter of such Asset Disposition; , (2) (Aii) at least 7580% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition)cash; and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the ----- Company elects (or is required by the terms of any Indebtednessthe Senior Credit Agreement), to prepay, repay, redeem repay or purchase such indebtedness incurred under the Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to the Company or an Affiliate of the Company) Credit Agreement within 540 180 days from after the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the ------ balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets secure letter of credit obligations to the extent such related letters of credit have not been drawn upon or returned undrawn; (C) third, to make capital expenditures the extent of the balance of Net Available Cash after application in ----- accordance with clauses (A) and (B), to the Oil and Gas Business extent the Company or such Restricted Subsidiary elects, within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, to reinvest in Additional Assets; and (CD) thirdfourth, to the extent of the balance of such Net ------ Available Cash after application in accordance with clauses (A), (B) and (BC), to make an offer to (the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company"Offer") to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained of this Indenture to the holders of the Securities at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest to the purchase date; provided, however, that, in this Indentureconnection with any -------- ------- prepayment, which repayment or purchase of Indebtedness pursuant to clause (A) or (B) above, the Company or such Restricted Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid or purchased. Pending application of Net Available Cash The Company shall not be required to make an offer for Securities pursuant to this Section 4.07(a), such 3.10 if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (A), (B) and (C)) is less than $15,000,000 (which lesser amount shall be invested in Temporary carried forward for purposes of determining whether an offer is required with respect to the Net Available Cash Investments or applied from any subsequent Asset Disposition). For the purposes of Section 3.10(a)(ii), the following will be deemed to temporarily reduce revolving credit be cash: (x) the assumption of Indebtedness (which may include Priority Lien Debt)other than Disqualified Capital Stock) of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (y) securities received by the Company or any Restricted Subsidiary of the Company from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including as to the value to be of all non-cash consideration), as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the equity shares and assets subject to such Asset Disposition; (2) (A) , and at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets . With respect to any Asset Disposition occurring on or after the Series A/B Issue Date from which the Company or any combination thereof (collectivelyRestricted Subsidiary receives Net Available Cash, the “Cash Consideration”Company or such Restricted Subsidiary shall (i) or (B) within 360 days after the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to date such Asset Disposition); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, received and to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness), ) to (A) apply an amount equal to such Net Available Cash to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (such Restricted Subsidiary, in each case owing to a Person other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to the Company or an any Affiliate of the Company, or (B) within 540 days from the later of the date of such Asset Disposition invest an equal amount, or the receipt amount not so applied pursuant to clause (A), in Additional Assets (including by means of such an Investment in Additional Assets by a Restricted Subsidiary with Net Available CashCash received by the Company or another Restricted Subsidiary) and (ii) apply such excess Net Available Cash (to the extent not applied pursuant to clause (i)) as provided in the following paragraphs of this Section 4.6; provided, provided such however, that in connection with any prepayment, repayment, redemption repayment or purchase permanently retiresof Senior Indebtedness pursuant to clause (A) above, the Company or reduces such Restricted Subsidiary shall retire such Senior Indebtedness and shall cause the related loan commitment (if any) for, such Indebtedness to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed repaid or purchased; (B) second, to the extent . The amount of the balance of such Net Available Cash after application in accordance with required to be applied pursuant to clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil ii) above and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. not theretofore so applied shall constitute "Excess Proceeds." Pending application of Net Available Cash pursuant to this Section 4.07(a)provision, such Net Available Cash shall be invested in Temporary Cash Investments or Investments. If at any time the aggregate amount of Excess Proceeds not theretofore subject to an Excess Proceeds Offer (as defined below) totals at least $5 million, the Company shall, not later than 30 days after the end of the period during which the Company is required to apply such Excess Proceeds pursuant to clause (i) of the immediately preceding paragraph of this Section 4.6(a) (or, if the Company so elects, at any time within such period), make an offer (a "Series A/B Excess Proceeds Offer"), first, to purchase Series A/B Securities, if any are outstanding, in accordance with the Existing Indenture (as in effect on the Issue Date) and, second, in the event that any Excess Proceeds are not applied to temporarily reduce revolving credit a Series A/B Excess Proceeds Offer, offer to purchase from the Holders on a pro rata basis an aggregate principal amount of Securities equal to any remaining Excess Proceeds (rounded down to the nearest multiple of $1,000) on such date, at a purchase price equal to 100% of the principal amount of such Securities, plus, in each case, accrued interest (if any) to the date of purchase (the "Excess Proceeds Payment"). Upon completion of an Excess Proceeds Offer the amount of Excess Proceeds remaining after application pursuant to such Excess Proceeds Offer, (including payment of the purchase price for Securities duly tendered) may be used by the Company for any corporate purpose (to the extent not otherwise prohibited by the Indenture). For the purposes of this Section 4.6, the following are deemed to be cash or cash equivalents: (x) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition, and (which may include Priority Lien Debt)y) securities received by the Company or any Restricted Subsidiary from the transferee that are immediately converted by the Company or such Restricted Subsidiary into cash.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate any Asset As-set Disposition unless unless: (1) the Company Issuer or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration (in-cluding by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined in advance on the date of contractually agreeing to such Asset Disposition as determined in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), Issuer) of the equity shares and assets subject to such Asset DispositionDisposition (including, for the avoidance of doubt, if such Asset Disposi-tion is a Permitted Asset Swap); (2) in any such Asset Disposition or series of related Asset Dispositions (Aexcept to the extent the Asset Disposition is a Permitted Asset Swap) if the property or assets sold or otherwise disposed of have a fair market value in excess of $40.0 million, at least 75% of the consideration from such Asset Dis-position, together with all other Asset Dispositions since the Escrow Release Date (on a cumulative basis), (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contin-gent or otherwise), received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; and (3) the Issuer or any of its Restricted Subsidiaries, at its respective option, will apply an amount equal to such Net Available Cash from any Asset Disposition: (i) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior any Indebtedness of the Company or any Subsidiary a Non-Guarantor or Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not secured by a Subsidiary Guarantor Lien (in each case, other than Indebtedness owed to the Company Issuer or an Affiliate of any Restricted Subsidiary) or Indebtedness under the CompanyCredit Agreement (or any Refinancing In-debtedness in respect thereof) within 540 days from the later of (1) the date of such Asset Disposition or Disposi-tion and (2) the receipt of such Net Available Cash; provided, provided such however, that, in connection with any prepayment, repayment, redemption or purchase permanently retiresof Indebtedness pursuant to this clause (i), the Issuer or reduces Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment com-mitment (if any) for, such Indebtedness to be reduced in an amount equal to the principal amount so prepaid, repaid, redeemed re-deemed or purchased; or (B) secondto prepay, to the extent of the balance of such Net Available Cash after application in accordance with clause (A)repay, redeem or purchase Pari Passu Indebtedness; pro-vided, further, that, to the extent the Company electsIssuer or any Restricted Subsidiary prepays, repays, redeems or purchases Pari Passu Indebtedness pursuant to acquire this clause (B), the Issuer shall equally and rata-xxx reduce Obligations under the Notes as provided under Section 5.7, through open-market pur-chases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be purchased to, but excluding, the date of purchase; and/or (ii) to invest in or commit to invest in Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days from the later of (A) the date of such Asset Disposition or and (B) the receipt of such Net Available Cash; and (C) thirdprovided, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B)however, to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending that a binding agreement shall be treated as a permitted application of Net Available Cash pursuant to this Section 4.07(a), from the date of such commitment with the good faith expectation that such Net Available Cash shall will be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness satisfy such commitment within 180 days of such commitment (which may include Priority Lien Debt).an “Acceptable Commitment”) and, in the event that any Acceptable Commitment is later can--78-

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value Fair Market Value (such fair market value to be determined in advance in good faith by an Officer or an officer either at the date of such Restricted Subsidiary with responsibility Asset Disposition or at the date of the agreement providing for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), Disposition) of the equity shares and assets subject to such Asset Disposition; , (2) (Aii) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalentscash, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A1) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem purchase, repurchase, redeem, retire, defease or purchase Senior otherwise acquire for value Bank Indebtedness of the Company or any Subsidiary Guarantor the Issuer or Indebtedness (other than Disqualified obligations in respect of Preferred Stock) of a Wholly-Wholly Owned Subsidiary that is not a Subsidiary Guarantor other than the Issuer (in each case other than Indebtedness owed to the Company or an Affiliate of the CompanyCompany and other than obligations in respect of Disqualified Stock) within 540 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C2) second, to the extent of the balance of Net Available Cash after application in accordance with clause (1), to the extent the Company or such Restricted Subsidiary elects, to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within 360 days from the later of such Asset Disposition or the receipt of such Net Available Cash; (3) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A1) and (B2), to make an offer to the Holders Offer (and to holders of other Senior Indebtedness of the Company designated by the Companyas defined in Section 4.06(b)) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indentureof Section 4.06(b); provided, which purchase permanently reduces however, that if the outstanding amount Issuer elects (or is required by the terms of such Securities (and such any other Senior Indebtedness), such Offer may be made ratably to purchase the Securities and other Senior Indebtedness of the Company or the Issuer, and (4) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (1), (2) and (3), for any general corporate purpose permitted by the terms of this Indenture; provided, however, that in connection with any prepayment, repayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition for value of Indebtedness pursuant to clause (1), (2) or (4) above, the Company or such Restricted Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid, purchased, repurchased, redeemed, retired, defeased or otherwise acquired for value. Pending application Notwithstanding the foregoing provisions of Net Available Cash pursuant to this Section 4.07(a)4.06, such Net Available Cash the Company and the Restricted Subsidiaries shall not be invested in Temporary Cash Investments or applied required to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).apply

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including as to the value to be of all non-cash consideration), as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the equity shares and assets subject to such Asset Disposition; (2) (A) Disposition and at least 7580% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, . In the “event and to the extent that the aggregate Net Available Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company or any Restricted Subsidiary from one or more Asset Dispositions occurring on or after the Issue Date and its not applied pursuant to clause (i) or (ii) below exceeds $5 million, then the Company or such Restricted Subsidiaries since September 30, 2017 does not exceed in Subsidiary shall (i) within 360 days after - the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to date such Asset Disposition); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, so received exceeds $5 million and to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness), (A) apply an amount equal - to such excess Net Available Cash to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (such Restricted Subsidiary, in each case owing to a Person other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to the Company or an any Affiliate of the Company, or (B) invest - (or enter into a binding commitment to invest; provided, however, that such -------- ------- commitment shall be subject only to customary conditions (other than financing) and such investment shall be consummated within 540 180 days from after the later of the date end of such Asset Disposition or the receipt of 360-day period) an amount equal to such Net Available CashCash not applied pursuant to clause (A), in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) and (ii) apply such excess Net -- Available Cash (to the extent not applied pursuant to clause (i)) as provided such in paragraphs (b) through (f) of this Section 4.06; provided, however, that in -------- ------- connection with any prepayment, repayment, redemption repayment or purchase permanently retiresof Senior Indebtedness pursuant to clause (A) above, the Company or reduces such Restricted Subsidiary shall retire such Senior Indebtedness and shall cause the related loan commitment (commitment, if any) for, such Indebtedness to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed repaid or purchased; (B) second, to the extent of the balance . The amount of such excess Net Available Cash after application in accordance with required to be applied pursuant to clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil ii) above and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. not theretofore so applied shall constitute "Excess Proceeds." Pending application of Net --------------- Available Cash pursuant to this Section 4.07(a4.06(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt)Investments.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), Fair Market Value of the equity shares and assets subject to such Asset Disposition; , (2) (Aii) at least 7580% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A1) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem purchase, repurchase, redeem, retire, defease, or purchase Senior otherwise acquire for value Bank Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified obligations in respect of Preferred Stock) of a Wholly-Wholly Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the CompanyCompany and other than obligations in respect of Disqualified Stock) within 540 270 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (2) second, to the extent of the balance of Net Available Cash after application in accordance with clause (1), to the extent the Company or such Restricted Subsidiary elects, to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within 270 days from the later of such Asset Disposition or the receipt of such Net Available Cash; provided, however, that in the case of an Asset Disposition of any Collateral or Excluded Securities, such Additional Assets (other than any assets that are specifically excluded from the Collateral pursuant to the terms of the Security Documents) are added, substantially concurrently with their acquisition, to the Collateral securing (with the same priority as the assets disposed of) the Securities and the Subsidiary Guarantees; (C3) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).of

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company Borrower shall not, and shall not permit any of the Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless other than Dispositions contemplated on the Closing Date; provided that any such Dispositions in a principal amount in excess of $3.0 million is set forth on Schedule 7.05 to the Closing Date Certificate, unless: (1i) the Company Holdings or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined in advance on the date of contractually agreeing to such Asset Disposition), as determined in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision)Borrower, of the equity shares and assets subject to such Asset DispositionDisposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); (2ii) any such Asset Disposition, or series of related Asset Dispositions (Aexcept to the extent the Asset Disposition is a Permitted Asset Swap) with a purchase price in excess of the greater of $32.0 million and 15.0% of LTM EBITDA, at least 7575.0% of the consideration from such Asset Disposition, together with all other Asset Dispositions since the Closing Date (on a cumulative basis), (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; and (iii) the Borrower complies with Section 2.05(b)(ii). (Ab) first[Reserved]. (c) [Reserved]. (d) [Reserved]. (e) [Reserved]. (f) For the purposes of Section 7.05(a)(ii) hereof, the following shall be deemed to be cash: (i) the extent the Company elects (or is required assumption by the terms transferee of any Indebtedness), to prepay, repay, redeem Indebtedness or purchase Senior Indebtedness other liabilities contingent or otherwise of the Company Borrower or any a Restricted Subsidiary Guarantor or Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).-171- #96501157v12

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company and the Guarantors shall not, and shall not permit any Restricted Subsidiary of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, consummate any of its property, business or assets, including by merger or consolidation (in the case of a Subsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company, whether by the Company or a Subsidiary of either or through the issuance, sale or transfer of Equity Interests by a Subsidiary of the Company, and including any sale and leaseback transaction (any of the foregoing, an ''Asset Disposition Sale''), unless (1l)(a) the Net Cash Proceeds therefrom (the ''Asset Sale Offer Amount'') are applied (i) within 330 days after the date of such Asset Sale to the optional redemption of the Notes in accordance with the terms of this Indenture and other Indebtedness of the Company ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds for asset sales, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding or (ii) within 360 days after the date of such Asset Sale to the repurchase of the Notes and such other Indebtedness on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from asset sales pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the ''Asset Sale Offer'') at a purchase price of 100% of principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the ''Asset Sale Offer Price'') together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment, made within 330 days of such Asset Sale or (b) within 330 days following such Asset Sale, the Asset Sale Offer Amount is (i) invested (or committed, pursuant to a binding commitment subject only to reasonable, customary closing conditions, to be invested, and in fact is so invested, within an additional 90 days) in assets and property (except in connection with the acquisition of a Guarantor in a Related Business, other than notes, bonds, obligations and securities) or other Permitted Investments pursuant to clause (d) thereof, which in the good faith reasonable judgment of the Board shall immediately constitute or be a part of a Related Business of the Company or such Restricted Subsidiary receives consideration at least equal to the fair market value (such fair market value if it continues to be determined a Subsidiary) immediately following such transaction or (ii) used to retire Purchase Money Indebtedness or Senior Debt and to permanently reduce (in advance in good faith by an Officer or an officer the case of Senior Debt that is not Purchase Money Indebtedness) the amount of such Restricted Subsidiary with responsibility for Indebtedness outstanding on the Issue Date or permitted pursuant to paragraph (b) or (c) of Section 4.11 (including that in the case of a revolver or similar arrangement that makes credit available, such transaction, or if the Asset Disposition exceeds $50.0 million, commitment is so permanently reduced by the Board of Directors, which determination shall be conclusive evidence of compliance with this provisionsuch amount), of the equity and assets subject to such Asset Disposition; (2) (A) at least 75% of the consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents received by at the time of such Asset Sale, (3) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to, such Asset Sale, and (4) the Board of Directors of the Company determines in good faith that the Company or such Restricted Subsidiary Subsidiary, as applicable, receives at least fair market value for such Asset Sale. An acquisition of Notes pursuant to an Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not applied to the uses set forth in 1(a)(i) or 1(b) above (the ''Excess Proceeds'') exceeds $5.0 million and that each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the ''Asset Sale Offer Period''). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds for general corporate purposes as otherwise permitted by the Indenture and following each Asset Sale Offer the Excess Proceeds amount shall be reset to zero. For purposes of (2) above, consideration received means the total consideration received for such Asset Sales minus the amount of, (a) Purchase Money Indebtedness secured solely by the assets sold and assumed by a transferee and (b) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents, provided, that, such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received. Notwithstanding, and without complying with, the provisions of this covenant, (i) the Company and its Subsidiaries may, in the form ordinary course of cash business, (1) convey, sell, transfer, assign or cash equivalentsotherwise dispose of inventory and other assets acquired and held for resale in the ordinary course of business and (2) liquidate Cash Equivalents; (ii) the Company and its Subsidiaries may convey, Additional Assets sell, transfer, assign or otherwise dispose of assets pursuant to and in accordance with Section 5.1; (iii) the Company and its Subsidiaries may sell or dispose of damaged, worn out or other obsolete property in the ordinary course of business so long as such property is no longer necessary for the proper conduct of the business of the Company or such Subsidiary, as applicable; (iv) the Company and the Guarantors may convey, sell, transfer, assign or otherwise dispose of assets to the Company or any combination thereof of the Guarantors; (collectivelyv) the Company and its Subsidiaries, in the “Cash Consideration”ordinary course of business, may convey, sell transfer, assign, or otherwise dispose of assets (or related assets in related transactions) with a fair market value of less than $250,000; (vi) the Company and each of its Subsidiaries may surrender or waive contract rights or settle, release or surrender of contract, tort or other claims of any kind or grant Liens not prohibited by this Indenture; and (Bvii) the Company may sell accounts receivable and related assets of the type specified in the definition of Qualified Receivables Transaction to a Receivables Subsidiary for the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30thereof, 2017 does not exceed but in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3) any case including cash in an amount at least equal to 10075% of the book value thereof as determined in accordance with GAAP, and a Receivables Subsidiary may transfer accounts receivable and related assets of the type specified in the definition of Qualified Receivables Transaction (or a fractional undivided interest therein) in a Qualified Receivables Transaction. All Net Available Cash Proceeds from such an Event of Loss relating to a Company facility shall be invested, used for prepayment of Senior Debt or used to repurchase Notes and pari passu debt on a pro rata basis, all within the period and as otherwise provided above in clauses 1(a) or 1(b) of the first paragraph of this covenant. In addition to the foregoing and notwithstanding anything herein to the contrary, the Company will not, and will not permit any of its Subsidiaries to, directly or indirectly make any Asset Disposition is applied by Sale of any of the Equity Interests of any Subsidiary of the Company (or such Restricted Subsidiary, as the case may be) (A) first, other than to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary Guarantor) except pursuant to an Asset Sale of all the Equity Interests of such Subsidiary. Any Asset Sale Offer shall be made in compliance with all applicable laws, rules, and regulations, including, if applicable, Regulation 14E of the Exchange Act and the rules and regulations thereunder and all other applicable Federal and state securities laws. To the extent that is not a Subsidiary Guarantor (other than Indebtedness owed to the provisions of any securities laws or regulations conflict with the provisions of this paragraph, compliance by the Company or any of its subsidiaries with such laws and regulations shall not in and of itself cause a breach of its obligations under such covenant. If the payment date in connection with an Affiliate Asset Sale Offer hereunder is on or after an interest payment Record Date and on or before the associated Interest Payment Date, any accrued and unpaid interest (and Liquidated Damages, if any, due on such Interest Payment Date) will be paid to the person in whose name a Note is registered at the close of business on such Record Date, and such interest (or Liquidated Damages, if applicable) will not be payable to Holders who tender Notes pursuant to such Asset Sale Offer. Notice of an Asset Sale Offer shall be sent, on or prior to the commencement of the Company) within 540 days from Asset Sale Offer, by first-class mail, by the later of the date of such Asset Disposition or the receipt of such Net Available CashCompany to each Holder at its registered address, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal with a copy to the principal amount so prepaidTrustee. The notice to the Holders shall contain all information, repaidinstructions and materials required by applicable law or otherwise material to such Holders' decision to tender Securities pursuant to the Asset Sale Offer. The notice, redeemed or purchased; which (B) second, to the extent of the balance of such Net Available Cash after application in accordance consistent with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture) shall govern the terms of an Asset Sale Offer, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).state:

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless unless: (1) the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined in advance on the date of contractually agreeing to such Asset Disposition), as determined in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision)Company, of the equity shares and assets subject to such Asset DispositionDisposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap); (2) in any such Asset Disposition, or series of related Asset Dispositions (Aexcept to the extent the Asset Disposition is a Permitted Asset Swap) with a purchase price in excess of the greater of $375.0 million and 15.0% of LTM EBITDA, if after giving pro forma effect to such Asset Disposition, the Consolidated First Lien Secured Leverage Ratio is greater than 3.50 to 1.00 (or such ratio would not be higher than it was immediately prior to such Asset Disposition), at least 75% of the consideration from such Asset Disposition, together with all other Asset Dispositions since the Issue Date (on a cumulative basis), (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; and (3) within 540 days from the later of (A) firstthe date of such Asset Disposition and (B) the receipt of the Net Available Cash from such Asset Disposition (as may be extended by an Acceptable Commitment or a Second Commitment as set forth below, the “Proceeds Application Period”), an amount equal to the Applicable Percentage of such Net Available Cash (the “Applicable Proceeds”) is applied, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness): (i) (A) to reduce, prepay, repay or purchase any Secured Indebtedness, including Indebtedness under the Credit Agreement (or any Refinancing Indebtedness in respect thereof), (B) to reduce, prepay, repay, redeem repay or purchase Senior Pari Passu Indebtedness, (C) to make an offer (in accordance with the procedures set forth below for an Asset Disposition Offer) to redeem Notes as described under Section 5.7 hereof, or purchase Notes through open-market purchases or in privately negotiated transactions, or (D) to reduce, prepay, repay or purchase any Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified Stock) of a WhollyNon-Owned Subsidiary that is not a Subsidiary Guarantor (in each case, other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cashany Restricted Subsidiary); provided, provided such however, that, in connection with any reduction, prepayment, repayment, redemption repayment or purchase permanently retiresof Indebtedness pursuant to this clause (i), the Company or reduces such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) for, such Indebtedness other than obligations in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent respect of the balance of such Net Available Cash after application in accordance with clause (A), any asset-based credit facility to the extent the Company elects, to acquire Additional Assets assets sold or to make capital expenditures otherwise disposed of in the Oil and Gas Business within 540 days from the later of the date of connection with such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).Asset

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless unless: (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including as to the value to be of all non-cash consideration), as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the equity shares and assets subject to such Asset Disposition; (2) (A) at least 75% of the consideration from such Asset Disposition received by the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition)Equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) : (A) firstFIRST, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness), to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified Stockany Preferred Stock or Guarantor Subordinated Obligation) of a Wholly-Owned Restricted Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; PROVIDED, provided such HOWEVER, that, in connection with any prepayment, repayment, redemption repayment or purchase permanently retiresof Indebtedness pursuant to this clause (A), the Company or reduces such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) for, such Indebtedness to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed repaid or purchased; and (B) secondSECOND, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to acquire invest in Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including as to the value to be of all non-cash consideration), as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the equity shares and assets subject to such Asset Disposition; , and (2) (Aii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, provided, however, that this clause (ii) shall not apply if the Company or a Restricted Subsidiary is disposing of assets in exchange for Additional Assets Assets. With respect to any Asset Disposition occurring on or after the Issue Date from which the Company or any combination thereof (collectivelyRestricted Subsidiary receives Net Available Cash, the “Cash Consideration”Company or such Restricted Subsidiary shall (i) or (B) within 365 days after the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to date such Asset Disposition); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, received and to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness), ) to (A) apply an amount equal to such Net Available Cash to prepay, repay, redeem purchase or purchase legally defease Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (such Restricted Subsidiary, in each case owing to a Person other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to the Company or an any Affiliate of the Company, or (B) within 540 days from the later of the date of such Asset Disposition invest an equal amount, or the receipt amount not so applied pursuant to clause (A), in Additional Assets (including by means of such an Investment in Additional Assets by a Subsidiary Guarantor with Net Available CashCash received by the Company or another Subsidiary Guarantor) and (ii) apply such excess Net Available Cash (to the extent not applied pursuant to clause (i)) as provided in the following paragraphs of this Section 4.7; provided, provided such however, that in connection with any prepayment, repayment, redemption repayment or purchase permanently retiresof Senior Indebtedness pursuant to clause (A) above (other than the repayment of Senior Indebtedness Incurred under a Bank Credit Agreement to fund the purchase of an asset which is sold by the Company within 180 days of its purchase pursuant to a Sale/Leaseback Transaction), the Company or reduces such Restricted Subsidiary shall retire such Senior Indebtedness and shall cause the related loan commitment (if any) for, such Indebtedness to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed repaid or purchased; (B) second, to the extent . The amount of the balance of such Net Available Cash after application in accordance with required to be applied pursuant to clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil ii) above and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. not theretofore so applied shall constitute "Excess Proceeds." Pending application applica- tion of Net Available Cash pursuant to this Section 4.07(a)provision, such Net Available Cash shall be invested in Temporary Cash Investments Investments. If at any time the aggregate amount of Excess Proceeds not theretofore subject to an Excess Proceeds Offer (as defined below) totals at least $3 million, the Company shall, not later than 30 days after the end of the period during which the Company is required to apply such Excess Proceeds pursuant to clause (i) of the immediately preceding paragraph of this Section 4.7(a) (or, if the Company so elects, at any time within such period), make an offer (an "Excess Proceeds Offer") to purchase from the Holders of Securities and Other Qualified Securities (determined on a pro rata basis according to the accreted value or applied aggregate principal amount, as the case may be, of the Securities and Other Qualified Securities) in an amount equal to temporarily reduce revolving credit the Excess Proceeds (rounded down to the nearest multiple of $1,000) on such date, at a purchase price equal to 100% of the principal amount of such Securities, plus, in each case, accrued interest (if any) to the date of purchase (the "Excess Proceeds Payment"). Upon completion of an Excess Proceeds Offer the amount of Excess Proceeds remaining after application pursuant to such Excess Proceeds Offer, (including payment of the purchase price for Securities duly tendered) may be used by the Company for any corporate purpose (to the extent not otherwise prohibited by this Indenture). For the purposes of this Section 4.7, the following are deemed to be cash or cash equivalents: (x) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition, and (which may include Priority Lien Debt)y) securities received by the Company or any Restricted Subsidiary from the transferee that are immediately converted by the Company or such Restricted Subsidiary into cash.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) the Company or such Restricted Subsidiary receives consideration at least equal to the fair market value (such fair market value to be determined in advance on the date of contractually agreeing to such Asset Disposition in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or the Board of Directors if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the equity and assets subject to such Asset Disposition; (2) (A) at least 75% of the consideration received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Secured Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly-Wholly Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas a Permitted Business within 540 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and and/or (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders holders of the Securities (and to holders of other Senior Pari Passu Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Pari Passu Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indentureherein, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchasedas set forth below. Pending application of Net Available Cash pursuant to this Section 4.07(a)covenant, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness Indebtedness. For the purposes of Section 4.07(a), any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet, of the Company or any Restricted Subsidiary (which may include Priority Lien Debt)other than contingent liabilities and Subordinated Obligations) that are assumed by the transferee of any such assets pursuant to (A) a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability or (B) an assignment agreement that includes, in lieu of such a release, the agreement of the transferee or its parent company to indemnify and hold harmless the Company or such Restricted Subsidiary from and against any loss, liability or cost in respect of such assumed liability, shall be deemed to be cash or cash equivalents.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including as to the value to be of all noncash consideration), as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the equity shares and assets subject to such Asset Disposition; (2) (A) Disposition and at least 7585% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); equivalents and (3ii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any IndebtednessSenior Indebtedness of the Company), to prepay, repay, redeem or purchase repurchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified StockStock or, in the case of a Subsidiary Guarantor, any Subordinated Obligations) of a Wholly-Wholly Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire invest in Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash in excess of $250,000 in any fiscal year after application in accordance with clausesE(A) and (B), to make an offer to the holders of the Notes (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Notes (and such other Senior Subordinated Indebtedness) pursuant to and subject to Section 4.07(b); and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (B)C) to (x) the acquisition by the Company or any Wholly Owned Subsidiary of Additional Assets or (y) the prepayment, to make an offer to the Holders repayment or purchase of Indebtedness (and to holders of other Senior Indebtedness than any Disqualified Stock) of the Company designated by the Company) (other than Indebtedness owned to purchase Securities (and such other Senior Indebtedness an Affiliate of the Company) or Indebtedness of any Subsidiary (other than Indebtedness owed to the Company or an Affiliate of the Company), in each case within one year from the later of the receipt of such Net Available Cash and the date the offer described in Section 4.07(b) is consummated, provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A), (C) or (D) above, the Company or such Restricted Subsidiary shall retire such Indebtedness and subject shall cause the related loan commitment (if any) to the conditions contained in this Indenture, which purchase be permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this paragraph, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this paragraph exceeds $5.0 million. Pending application of Net Available Cash pursuant to this Section 4.07(a)covenant, such Net Available Cash shall be invested in Temporary Cash Investments Permitted Investments. For the purposes of this Section 4.07, the following are deemed to be cash or applied to temporarily reduce revolving credit cash equivalents: (x) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (which may include Priority Lien Debt)y) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be value, as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence Directors (including as to the value of compliance with this provisionall non-cash consideration), of the equity shares and assets subject to such Asset Disposition; (2) (A) Disposition and at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or cash equivalentsCash Equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3ii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, (x) to the extent the Company elects (or is required by the terms of any Senior Indebtedness), to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company) within 360 days of such Asset Disposition, (y) at the Company's election to the investment by the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified Stock) of a Wholly-Wholly Owned Subsidiary or such Restricted Subsidiary in long-term assets to replace the assets that were the subject of such Asset Disposition or a long-term asset that (as determined in good faith by the Board of Directors) is not a Subsidiary Guarantor (other than Indebtedness owed directly related to the Company or an Affiliate business of the Company) Company and the Restricted Subsidiaries existing on March 31, 1998, in each case within 540 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retiresDisposition, or reduces (z) a combination of the related loan commitment (if any) for, foregoing purposes within such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased360-day period; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause clauses (A), to make a pro rata offer to purchase Notes at par (and, to the extent required by the Company electsinstrument governing such Indebtedness, to acquire Additional Assets or to make capital expenditures in any other Senior Subordinated Indebtedness designated by the Oil Company, at a price no greater than par) plus accrued and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; unpaid interest, and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B),for general corporate purposes otherwise not prohibited under the Indenture; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (B)) above, to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by or such Subsidiary shall retire such Indebtedness and cause the Companyrelated loan commitment (if any) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase be permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section, the Company and its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section except to the extent that the aggregate Net Available Cash from all Asset Dispositions (including any Asset Dispositions made since March 31, 1998) which are not applied in accordance with this Section exceeds $10 million. Pending application of Net Available Cash pursuant to this Section 4.07(a)Section, such Net Available Cash shall be invested in Temporary Cash Investments or applied used to temporarily reduce revolving credit Senior Indebtedness or invested in Cash Equivalents. For the purposes of this covenant, the following is deemed to be cash or Cash Equivalents: the express assumption of Indebtedness (other than any Indebtedness that is by its terms subordinated to the Notes) of the Company or any Restricted Subsidiary, but only to the extent that such assumption is effected on a basis under which may include Priority Lien Debt).there is no further recourse to the Company or any of the Restricted Subsidiaries with respect to such liabilities

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including as to the value to be of all non-cash consideration), as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the equity shares and assets subject to such Asset Disposition; (2) (A) Disposition and at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets equivalents (provided that such 75% requirement shall not apply to any Asset Disposition in which the cash or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time cash equivalents portion of the applicable consideration received therefor, determined in accordance with this covenant, is equal to or greater than what the net after-tax proceeds would have been had the Asset Disposition (after giving effect to complied with such Asset Disposition); 75% requirement) and (3ii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any a Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly-Wholly Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (CB) thirdsecond, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B)application, to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).if any,

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, consummate make any Asset Disposition 50 44 unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be value, as determined in advance in good faith by an Officer the Company's senior management or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence Directors (including as to the value of compliance with this provisionall non-cash consideration), of the equity shares and assets subject to such Asset Disposition; (2) (Aii) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company or any Subsidiary elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), to prepay, repay, redeem repay or purchase (x) Senior Indebtedness of the Company or any Subsidiary Guarantor Senior Indebtedness or (y) Indebtedness (other than Disqualified Stock) of a Wholly-Wholly Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 180 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, within one year from the receipt of such Net Available Cash, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), at the Company's election either (x) to the extent the Company elects, to acquire investment in or acquisition of Additional Assets or (y) to make capital expenditures prepay, repay or purchase (1) Senior Indebtedness or Guarantor Senior Indebtedness or (2) Indebtedness of a Wholly Owned Subsidiary (in each case other than Indebtedness owed to the Oil and Gas Business Company); (C) third, within 540 45 days from after the later of the application of Net Available Cash in accordance with clauses (A) and (B) and the date of such Asset Disposition or that is one year from the receipt of such Net Available Cash, to the extent of the balance of such Net Available Cash after application and in accordance with clauses (A) and (B), to make an offer to purchase the Original 11 3/4% Notes at par plus accrued and unpaid interest, if any, thereon in accordance with the provisions of the Original 11 3/4% Notes Indenture; and (D) fourth, within 45 days of the later of the application of Net Available Cash in accordance with clauses (A), (B) and (C) thirdand the date that is one year from the receipt of such Net Available Cash, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (BC), to make an offer to purchase the Holders 14% Notes at par plus accrued and unpaid interest, if any, thereon in accordance with the provisions of the 14% Notes Indenture; and (E)fifth, within 45 days of the later of the application of Net Available Cash in accordance with clauses (A), (B), (C) and (D) and the date that is one year from the receipt of such Net Available Cash, to holders the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B), (C) and (D), to make an offer to purchase the Notes at par plus accrued and unpaid interest, if any, thereon; and (F) sixth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B), (C), (D) and (E), to (w) the investment in or acquisition of Additional Assets; (x) the making of Temporary Cash Investments, (y) the prepayment, repayment or purchase of Indebtedness of the Company or Indebtedness of any Subsidiary (other than Indebtedness owed to the Company) or (z) 51 45 any other purpose otherwise permitted under this Indenture, in each case within the later of 45 days after the application of Net Available Cash in accordance with clauses (A), (B), (C), (D) and (E) and the date that is one year from the receipt of such Net Available Cash; provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clauses (A), (B), (C), (D), (E) or (F) above, the Company or such Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions, the Company and its Subsidiaries shall not be required to apply any Net Available Cash in accordance herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this covenant at any time exceed $10.0 million. The Company shall not be required to make an offer for Securities pursuant to this covenant if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (A), (B), (C) and (D) is less than $10.0 million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of determining whether an offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). For the purposes of this covenant, the following will be deemed to be cash: (x) the assumption by the transferee of Senior Indebtedness of the Company designated or Indebtedness of any Subsidiary of the Company and the release of the Company or such Subsidiary from all liability on such Senior Indebtedness or Indebtedness in connection with such Asset Disposition (in which case the Company shall, without further action, be deemed to have applied cash to repay such assumed Indebtedness in accordance with clause (A) of the preceding paragraph) and (y) securities received by the Company) to purchase Securities (and Company or any Subsidiary from the transferee that are promptly converted by the Company or such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt)Subsidiary into cash.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless (1) the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value (value, as determined in good faith by the Board of Directors or, if such fair market value to be determined in advance is less than $10.0 million, in good faith by an Officer or an officer (including as to the value of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provisionall non-cash consideration), of the equity shares and assets subject to such Asset Disposition; (2) (A) at least 75% of the consideration from such Asset Disposition received by the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition)Equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) , (A) first, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Senior Indebtedness or Guarantor Senior Indebtedness), ) to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor Senior Indebtedness or Indebtedness (other than Disqualified any Preferred Stock) of a Wholly-Owned Restricted Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash); provided, provided such however, that, in connection with any prepayment, repayment, redemption repayment or purchase permanently retiresof Indebtedness pursuant to this clause (A), the Company or reduces such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) for, such Indebtedness to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed repaid or purchased; and (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to acquire invest in Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company Telemundo Holdings shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1i) the Company Telemundo Holdings or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including the value to be of all non-cash consideration), as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence Directors of compliance with this provision)Telemundo Holdings, of the equity shares and assets subject to such Asset Disposition; (2) (A) , and at least 75% of the consideration thereof received by the Company Telemundo Holdings or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); equivalents and (3ii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company Telemundo Holdings (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company Telemundo Holdings elects (or is required by the terms of any Indebtedness), to prepay, repay, repay or redeem (and permanently reduce the commitments under) Indebtedness under the Bank Credit Agreement or purchase Senior Indebtedness of the Company or any Restricted Subsidiary Guarantor or Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash (the "Receipt Date") and/or to acquire ------------ Additional Assets; provided, however, that Telemundo Holdings shall be required to commit such Net Available Cash to the acquisition of Additional Assets within nine months from the later of the date of such Asset Disposition or the Receipt Date and shall be required to consummate the acquisition of such Additional Assets within fifteen months from the Receipt Date; provided, further, that if the other party to such acquisition refuses or fails, after the first anniversary of the Receipt Date, to consummate such acquisition, Telemundo Holdings shall apply such Net Available Cash, within fifteen months from the Receipt Date, as provided such prepayment, repayment, redemption in the first part of this clause (A) or purchase permanently retires, or reduces the related loan commitment clause (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchasedB); (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to make an offer (an "Asset ----- Disposition Offer") pursuant to paragraph (b) below (x) to the extent Holders to ----------------- purchase Notes pursuant to and subject to the Company electsconditions contained in this Indenture and (y) if applicable, to acquire Additional Assets or the holders of other Indebtedness of Telemundo Holdings that ranks pari passu with the Notes (the "Other Debt") and ---------- that by its terms requires Telemundo Holdings to make capital expenditures in an offer to purchase such Other Debt upon consummation of an Asset Disposition, to purchase such Other Debt on a pro rata basis with the Oil and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available CashNotes; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such any other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in application or use not prohibited by this Indenture. Notwithstanding the foregoing provisions of this paragraph, which purchase permanently reduces Telemundo Holdings and the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal Restricted Subsidiaries shall not be required to (or greater than) apply the principal amount purchased. Pending application of Net Available Cash in accordance with this paragraph until the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this paragraph exceeds $10.0 million (at which time, the entire unutilized Net Available Cash, and not just the amount in excess of $10.0 million, shall be applied pursuant to this paragraph). For the purposes of this Section 4.07(a)10.15, the following are deemed to be cash or cash equivalents: (x) the express assumption of Indebtedness of Telemundo Holdings or any Restricted Subsidiary and the release of Telemundo Holdings or such Net Available Cash shall be invested Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (y) securities received by Telemundo Holdings or any Restricted Subsidiary from the transferee that are converted by Telemundo Holdings or such Restricted Subsidiary into cash within 180 days of closing the transaction; and (z) Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt)Investments.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), Company) of the equity shares and assets subject to such Asset Disposition; , (2) (Aii) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets equivalents (provided that the amount of (w) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Company or any combination thereof Restricted Subsidiary (collectivelyother than liabilities that are by their terms subordinated to the Senior Subordinated Notes) that are assumed by the transferee of any such assets without recourse to the Company or any of the Restricted Subsidiaries, (x) any notes or other obligations received by the “Cash Consideration”Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Disposition, (y) any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Disposition having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (By) that is at that time outstanding, not to exceed 5% of Adjusted Consolidated Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of all forms each item of consideration other than Cash Designated Noncash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA being measured at the time of the applicable Asset Disposition (after received and without giving effect to such Asset Disposition); subsequent changes in value) and (3z) any assets received in exchange for assets related to a Related Business of comparable market value in the good faith determination of the Board of Directors shall be deemed to be cash for purposes of this provision) and (iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).Asset

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) the Company or such Restricted Subsidiary receives consideration at least equal to the fair market value (such fair market value to be determined in advance on the date of contractually agreeing to such Asset Disposition in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or the Board of Directors if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the equity and assets subject to such Asset Disposition; (2) (A) at least 75% of the consideration received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Secured Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly-Wholly Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas a Permitted Business within 540 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and and/or (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders holders of the Securities and the 2020 Securities (if required by the 2020 Indenture) (and to holders of other Senior Pari Passu Indebtedness of the Company designated by the Company) to purchase Securities and the 2020 Securities (and such other Senior Pari Passu Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indentureherein, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchasedas set forth below. Pending application of Net Available Cash pursuant to this Section 4.07(a)covenant, such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness Indebtedness. For the purposes of Section 4.07(a), any liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet, of the Company or any Restricted Subsidiary (which may include Priority Lien Debt)other than contingent liabilities and Subordinated Obligations) that are assumed by the transferee of any such assets pursuant to (A) a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability or (B) an assignment agreement that includes, in lieu of such a release, the agreement of the transferee or its parent company to indemnify and hold harmless the Company or such Restricted Subsidiary from and against any loss, liability or cost in respect of such assumed liability, shall be deemed to be cash or cash equivalents.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), Fair Market Value of the equity shares and assets subject to such Asset Disposition; , (2) (Aii) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); equivalents and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Bank Indebtedness), ) to (x) reinvest in Telecommunications Assets (including by means of an Investment in Telecommunications Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) or (y) prepay, repay, redeem or purchase Senior Bank Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed Incurred pursuant to the Company or an Affiliate of the Company) Section 4.03(b)(i), in each case within 540 180 days from after the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to make an Offer (as defined below) to purchase Securities pursuant to and subject to the extent the Company elects, to acquire Additional Assets or to make capital expenditures conditions set forth in the Oil and Gas Business Section 4.06(c) within 540 365 days from after the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided, however, that if the Company elects (or is required by the terms of any other Senior Indebtedness), such Offer may be made ratably to purchase the Securities and other Senior Indebtedness of the Company, and (C) third, to fund (to the extent consistent with any other applicable provision in this Indenture) any corporate purpose. Notwithstanding the foregoing provisions of this Section 4.06, the balance of such Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash after application in accordance with clauses (A) and (B), to make an offer this Section 4.06 except to the Holders (and to holders of other Senior Indebtedness of extent that the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of aggregate Net Available Cash pursuant to from all Asset Dispositions that is not applied in accordance with this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt)4.06 exceeds $5.0 million.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be value, as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence Directors (including as to the value of compliance with this provisionall non-cash consideration), of the equity shares and assets subject to such Asset Disposition; Disposition and (2) (Aii) at least 7585% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets Cash Equivalents. With respect to any Asset Disposition occurring on or after the Issue Date from which the Company or any combination thereof (collectivelyRestricted Subsidiary receives Net Available Cash, the “Cash Consideration”) Company or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its such Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3) Subsidiary shall apply an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) firstat its election, to the extent the Company elects either (or is required by the terms of any Indebtedness), to i) prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified any Preferred Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment Company (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (Aother than Bank Indebtedness)), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (Cii) third, to invest in Additional Assets within 365 days from the extent later of the balance date of such Asset Disposition or the receipt of such Net Available Cash after application in accordance Cash; or (iii) make an offer pursuant to Section 3.7(b) to purchase the notes and other Senior Subordinated Indebtedness outstanding with clauses (A) and (B), similar provisions requiring the Company to make an offer to purchase such Indebtedness with the Holders proceeds from any Asset Disposition (the "Pari Passu Notes") at 100% of the principal amount thereof (or 100% of the accreted value of such Pari Passu Notes so tendered if such Pari Passu Notes were issued at a discount) plus accrued and unpaid interest, if any, to holders the date of purchase; provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (i) above, the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any), unless such commitment is for the provision of a revolving credit facility, to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions, the Company and its Restricted Subsidiaries will not be required to apply any Net Available Cash in accordance herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this covenant exceed $1.0 million. Any Net Available Cash from an Asset Disposition that is not invested or applied as provided and within the time period set forth in clauses (i) and (ii) of the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." For the purposes of this Section 3.7 and for no other purpose, the following will be deemed to be cash: (x) the assumption by the transferee of Senior Indebtedness of the Company designated or Indebtedness of any Restricted Subsidiary of the Company and the release of the Company or such Restricted Subsidiary from all liability on such Senior Indebtedness or Indebtedness in connection with such Asset Disposition (in which case the Company will, without further action, be deemed to have applied such assumed Indebtedness in accordance with clause (i) of the preceding paragraph); (y) securities received by the Company) to purchase Securities (and such other Senior Indebtedness Company or any Restricted Subsidiary of the Company) pursuant to Company from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash; and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater thanz) the principal amount purchased. Pending application fair market value, as determined by the Board of Net Available Cash Directors of the Company in good faith, of any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in any Asset Disposition, taken together with the fair market value, as determined by the Board of Directors of the Company in good faith, of all other Designated Noncash Consideration received pursuant to this Section 4.07(aclause (z) that is at that time outstanding, not to exceed $25.0 million at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), in which case such Designated Noncash Consideration shall not constitute Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt)Cash.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including as to the value to be of all non-cash consideration), as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence Directors of compliance with this provision)the Company, of the equity shares and assets subject to such Asset Disposition; (2) (A) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Preferred Stock or Disqualified Stock) of a Wholly-Wholly Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders holders of the Securities (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained of Section 4.06(b); provided, however, that in this Indentureconnection with any prepayment, which repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently reduces retire such Indebtedness and shall cause the outstanding amount of such Securities related loan commitment (and such other Senior Indebtednessif any) to be permanently reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this Section 4.06, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.06(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this Section 4.06(a) exceeds $5.0 million. Pending application of Net Available Cash pursuant to this Section 4.07(a4.06(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit indebtedness. For the purposes of this Section 4.06(a), the following are deemed to be cash or cash equivalents: (1) the assumption of Indebtedness of the Company (which may include Priority Lien Debt)other than obligations in respect of Disqualified Stock of the Company) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock and Preferred Stock of a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including as to the value to be of all non-cash consideration), as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the equity shares and assets subject to such Asset Disposition; (2) (A) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash, cash equivalents, Additional Assets or any combination thereof (collectively"Permitted Consideration"); provided, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by however, that the Company and its Restricted Subsidiaries since September 30shall be permitted to receive Property other than Permitted Consideration, 2017 does so long as the aggregate fair market value, as determined in the good faith of the Board of Directors, of all such Property other than Permitted Consideration received from Asset Dispositions and held by the Company and the Restricted Subsidiaries at any one time shall not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition)Adjusted Consolidated Net Tangible Assets; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly-Owned Restricted Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer Offer to the Holders holders of the Debt Securities (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Debt Securities (and such other Senior Indebtedness of the CompanyIndebtedness) pursuant to and subject to the conditions contained of Section 4.15(b); provided, however, that in this Indentureconnection with any prepayment, which repay ment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently reduces retire such Indebtedness and shall cause the outstanding amount of such Securities related loan commitment (and such other Senior Indebtednessif any) to be permanently reduced in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).so prepaid,

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including as to the value to be of all non-cash consideration), as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the equity shares and assets subject to such Asset Disposition; (2) (A) , and at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets . With respect to any Asset Disposition occurring on or after the Issue Date from which the Company or any combination thereof (collectivelyRestricted Subsidiary receives Net Available Cash, the “Cash Consideration”Company or such Restricted Subsidiary shall: (i) or (B) within 360 days after the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to date such Asset Disposition); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, received and to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness), ) to (A) apply an amount equal to such Net Available Cash to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (such Restricted Subsidiary, in each case owing to a Person other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to the Company or an any Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) secondinvest an equal amount, or the amount not so applied pursuant to the extent of the balance of such Net Available Cash after application in accordance with clause (A), in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) and (ii) apply such excess Net Available Cash (to the extent the Company elects, not applied pursuant to acquire Additional Assets or to make capital expenditures clause (i)) as provided in the Oil and Gas Business within 540 days from the later following paragraphs of the date this Section 4.6; provided, however, that in connection with any prepayment, repayment or purchase of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, Senior Indebtedness pursuant to the extent of the balance of such Net Available Cash after application in accordance with clauses clause (A) and (B)above, to make an offer to the Holders (and to holders of other Company or such Restricted Subsidiary shall retire such Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).cause the

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be value, as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence Directors (including as to the value of compliance with this provisionall non-cash consideration), of the equity shares and assets subject to such Asset Disposition; , (2) (Aii) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash; PROVIDED, HOWEVER, that a portion of such cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed requirement may be in the aggregate 10% form of ACNTA at a promissory note secured by a lien on the time of the applicable Asset Disposition (after giving effect asset subject to such Asset Disposition); , PROVIDED that the aggregate amount of all such promissory notes at any one time outstanding does not exceed $1,000,000 and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) firstFIRST, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any IndebtednessSenior Indebtedness or Indebtedness (other than Preferred Stock) of a Wholly Owned Subsidiary), to prepay, repay, redeem repay or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or such Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 180 days from after the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) secondSECOND, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to acquire reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or to make capital expenditures in the Oil and Gas Business another Restricted Subsidiary) within 540 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) thirdTHIRD, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B)) exceeds $5,000,000, to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) Offer to purchase the Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained set forth in Section 4.06(b); and (D) FOURTH, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C), to (x) acquire Additional Assets (other than Indebtedness and Capital Stock) or (y) prepay, repay or purchase Indebtedness of the Company (other than Indebtedness owed to an Affiliate of the Company and other than Disqualified Stock of the Company) or Indebtedness of any Restricted Subsidiary (other than Indebtedness owed to the Company or an Affiliate of the Company), in each case described in this Indenture, which purchase permanently reduces clause (D) within one year from the outstanding amount receipt of such Securities Net Available Cash or, if the Company has made an Offer pursuant to clause (C), six months from the date such Offer is consummated; PROVIDED, HOWEVER, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A), (C) or (D) above, the Company or such Restricted Subsidiary shall retire such Indebtedness and such other Senior Indebtednessshall cause the related loan commitment (if any) to be permanently reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid or purchased. Pending application of ; PROVIDED FURTHER that prior to applying such Net Available Cash pursuant to this Section 4.07(ain accordance with clause (A), (B), (C) or (D) above, such Net Available Cash shall may be invested in Temporary Cash Investments Investments. The Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this Section 4.06 except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.06 exceeds $500,000. For the purposes of this Section 4.06, the following shall be deemed to be cash: (x) the assumption of Indebtedness of the Company (other than Disqualified Stock of the Company) or applied to temporarily reduce revolving credit any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (which may include Priority Lien Debt)y) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company Holdings shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1i) the Company Holdings or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including the value to be of all non-cash consideration), as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence Directors of compliance with this provision)Holdings, of the equity shares and assets subject to such Asset Disposition; (2) (A) , and at least 75% of the consideration thereof received by the Company Holdings or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); equivalents and (3ii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company Holdings (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company Holdings elects (or is required by the terms of any Indebtedness), to prepay, repay, repay or redeem (and permanently reduce the commitments under) Indebtedness under the Bank Credit Agreement or purchase Senior Indebtedness of the Company or any Restricted Subsidiary Guarantor or Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash (the "Receipt Date") ------------ and/or to acquire Additional Assets; provided, however, that Holdings shall be required to commit such Net Available Cash to the acquisition of Additional Assets within nine months from the later of the date of such Asset Disposition or the Receipt Date and shall be required to consummate the acquisition of such Additional Assets within fifteen months from the Receipt Date; provided, further, that if the other party to such acquisition refuses or fails, after the first anniversary of the Receipt Date, to consummate such acquisition, Holdings shall apply such Net Available Cash, within fifteen months from the Receipt Date, as provided such prepayment, repayment, redemption in the first part of this clause (A) or purchase permanently retires, or reduces the related loan commitment clause (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchasedB); (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to make an offer (an "Asset ----- Disposition Offer") pursuant to paragraph (b) below (x) to the extent Holders to ----------------- purchase Notes pursuant to and subject to the Company electsconditions contained in this Indenture and (y) if applicable, to acquire Additional Assets or the holders of other Indebtedness of Holdings that ranks pari passu with the Notes (the "Other Debt") and that by its ---------- terms requires Holdings to make capital expenditures in an offer to purchase such Other Debt upon consummation of an Asset Disposition, to purchase such Other Debt on a pro rata basis with the Oil and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available CashNotes; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such any other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in application or use not prohibited by this Indenture. Notwithstanding the foregoing provisions of this paragraph, which purchase permanently reduces Holdings and the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal Restricted Subsidiaries shall not be required to (or greater than) apply the principal amount purchased. Pending application of Net Available Cash in accordance with this paragraph until the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with this paragraph exceeds $10.0 million (at which time, the entire unutilized Net Available Cash, and not just the amount in excess of $10.0 million, shall be applied pursuant to this paragraph). For the purposes of this Section 4.07(a)10.15, the following are deemed to be cash or cash equivalents: (x) the express assumption of Indebtedness of Holdings or any Restricted Subsidiary and the release of Holdings or such Net Available Cash shall be invested Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; (y) securities received by Holdings or any Restricted Subsidiary from the transferee that are con- verted by Holdings or such Restricted Subsidiary into cash within 180 days of closing the transaction; and (z) Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt)Investments.

Limitation on Sales of Assets and Subsidiary Stock. (a) -------------------------------------------------- The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary or the direct or indirect equity owners of the Company receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be value, as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision)Governing Board, of the equity shares and assets subject to such Asset Disposition; , (2) (Aii) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or the direct or indirect equity owners of the Company (or such Restricted Subsidiary, as the case may be) (A1) first, to the extent the Company elects (or is required by the terms of any ----- Indebtedness), to prepay, repay, redeem purchase, repurchase, redeem, retire, defease or purchase otherwise acquire for value Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified obligations in respect of Preferred Stock) of a Wholly-Owned Restricted Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the CompanyCompany and other than obligations in respect of Disqualified Stock) within 540 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (2) second, to the extent ------ of the balance of Net Available Cash after application in accordance with clause (1), to the extent the Company or such Restricted Subsidiary elects, to reinvest in Additional Assets to be owned by the Company or a Restricted Subsidiary (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash) within 365 days from the later of such Asset Disposition or the receipt of such Net Available Cash, or, if such reinvestment in Additional Assets is a project authorized by the Governing Board that will take longer than 365 days to complete, the period of time necessary to complete such project; (3) third, to the extent of the balance of such Net Available Cash ----- after application in accordance with clauses (1) and (C2), to make an Offer (as defined in Section 4.06(b) thirdbelow) to purchase the Securities pursuant to and subject to the conditions of Section 4.06(b); provided, however, that if the -------- ------- Company elects (or is required by the terms of any other Senior Subordinated Indebtedness), such Offer may be made ratably to purchase the Securities and other Senior Subordinated Indebtedness of the Company, and (4) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A1), (2) and (B3), for any general corporate purpose permitted by the terms of this Indenture; provided, however, that in connection with any -------- ------- prepayment, repayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition for value of Indebtedness pursuant to make an offer to the Holders clause (and to holders of other Senior Indebtedness of 1), (2) or (4) above, the Company designated by or such Restricted Subsidiary shall retire such Indebtedness and shall cause the Companyrelated loan commitment (if any) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase be permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid, purchased. Pending , repurchased, redeemed, retired, defeased or otherwise acquired for value; provided, further, however, that any application of proceeds -------- ------- ------- made pursuant to clause (1), (2), (3) or (4) above by any direct or indirect owners of the Company shall be excluded from the calculation of the amount of Restricted Payments as described in clause 4.04(a)(iv)(3)(B) above. Notwithstanding the foregoing provisions of this Section 4.06, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash pursuant to in accordance with this Section 4.07(a), such 4.06(a) except to the extent that the aggregate Net Available Cash from all Asset Dispositions that is not applied in accordance with this Section 4.06(a) exceeds $10 million. For the purposes of this Section 4.06, the following are deemed to be cash: (A) the assumption of Indebtedness of the Company (other than in respect of Disqualified Stock of the Company) or any Restricted Subsidiary (other than obligations in respect of Disqualified Stock and Preferred Stock of a Restricted Subsidiary that is a Subsidiary Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (B) securities received by the Company or any Restricted Subsidiary from the transferee that are within 60 days converted by the Company or such Restricted Subsidiary into cash. Notwithstanding the immediately preceding paragraphs of this Section 4.06, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Disposition without complying with such paragraphs to the extent that (1) at least 75% of the consideration for such Asset Disposition constitutes Additional Assets; and (2) such Asset Disposition is for at least fair value, as determined in good faith by the Governing Board; provided that -------- ---- the Net Available Cash from any consideration not constituting Additional Assets received by the Company or any of its Restricted Subsidiaries in connection with any Asset Disposition permitted to be consummated under this paragraph shall be invested in Temporary Cash Investments subject to the provisions of the two preceding paragraphs; provided, that at the -------- ---- time of entering into such transaction or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt)immediately after giving effect thereto, no Default or Event of Default shall have occurred or be continuing or would occur as a consequence thereof.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market including as to the value to be of all non-cash consideration), as determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the equity shares and assets subject to such Asset Disposition; (2) (A) Disposition and at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); equivalents and (3ii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) at the Company's option to either (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly-Wholly Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures Assets, in the Oil and Gas Business each case, within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided, however, that in connection with any prepayment, repayment or purchase of such Indebtedness, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (Cif any) thirdto be permanently reduced in an amount equal to the principal amount so prepaid, to repaid or purchased. To the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to the Company shall make an offer to the Holders holders of the Securities (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the CompanySubordinated Indebtedness) pursuant to and subject to the conditions contained in this Indenture. Notwithstanding the foregoing provisions of this paragraph, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) are not applied in an amount equal to (or greater than) the principal amount purchasedaccordance with this paragraph exceeds $10 million. Pending application of Net Available Cash pursuant to this Section 4.07(a)covenant, such Net Available Cash shall be invested in Permitted Investments. For the purposes of this Section 4.06, the following are deemed to be cash or cash equivalents: (x) the assumption of Indebtedness of the Company or any Restricted Subsidiary (other than Indebtedness Incurred in connection with or in anticipation of such Asset Disposition) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition, (y) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash and (z) Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt)Investments.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), Fair Market Value of the equity shares and assets subject to such Asset Disposition; Disposition and (2) (Aii) at least 7580% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash cash, Temporary Cash Investments or cash equivalents, Additional Assets or any combination thereof other Qualified Proceeds (collectively, provided that the “Cash Consideration”) or aggregate Fair Market Value of Qualified Proceeds (B) the fair market value of all forms of consideration other than cash and Temporary Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does Investments) shall not exceed in $10.0 million since the aggregate 10% Closing Date). Within 365 days after the receipt of ACNTA at the time of the applicable Asset Disposition (after giving effect to any Net Available Cash from such Asset Disposition); and (3) , the Company or such Restricted Subsidiary may apply an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by (w) to repay or cash collateralize any First-Lien Credit Facility or the Notes (except that, in the case where the First-Lien Credit Facility consists of the Credit Agreement, the repayment obligation referred to above in this clause (w) shall not be construed to require that the commitments available under the Credit Agreement be permanently reduced); (x) to acquire all or substantially all of the assets of another Permitted Business; (y) to make a capital expenditure; or (z) to acquire other long-term assets that are used or useful in the Permitted Business; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (w) above, the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Subsidiary shall retire such Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces and shall cause the related loan commitment (if any) for, such Indebtedness to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed repaid or purchased; (B) second, to . For the extent purposes of the balance of such Net Available Cash after application in accordance with clause (A)a)(ii) of this Section 4.06 only, the following are deemed to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses be cash: (A) and the assumption of any liabilities (B), to make an offer to as shown on the Holders (and to holders of other Senior Indebtedness Company's or a Restricted Subsidiary's most recent balance sheet) of the Company designated or any such Restricted Subsidiary (other than contingent liabilities, liabilities that are by their terms subordinated to the Company) Notes or any Note Guarantee, or liabilities to purchase Securities (and such other Senior Indebtedness the Company or a Subsidiary of the Company) pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability in connection with such Asset Disposition and subject to (B) any securities or other obligations received by the conditions contained in this Indenture, which purchase permanently reduces Company or any Restricted Subsidiary from the outstanding amount transferee that are converted within 90 days of receipt by the Company or such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchasedRestricted Subsidiary into cash. Pending the final application of any Net Available Cash pursuant to this Section 4.07(a)Cash, the Company or such Net Available Cash shall be invested in Temporary Cash Investments or applied to Restricted Subsidiary may temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt)borrowings or otherwise invest the Net Available Cash in any manner that is not prohibited by this Indenture.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition Disposition, unless (1i) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), Fair Market Value of the equity shares and assets subject to such Asset Disposition; , (2) (Aii)(A) at least 7575.0% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) Equivalents or (B) at least 75.0% of the fair market value of all forms of consideration other than Cash Consideration thereof received by the Company and its or such Restricted Subsidiaries since September 30, 2017 does not exceed Subsidiary consists of assets used in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition)connection with a Permitted Business; and (3iii) an amount equal to 100100.0% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Indebtednesssenior Indebtedness of the Company or Indebtedness of a Restricted Subsidiary), to prepay, repay, redeem repay or purchase Senior such senior Indebtedness, or such Indebtedness of the Company or any a Restricted Subsidiary Guarantor or Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (B) second, to the extent of the balance of Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B) ("Excess Proceeds"), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company"Asset Sale Offer") to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in of this Indenture, which Indenture to the Holders at a purchase permanently reduces the outstanding amount price of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) 100.0% of the principal amount purchased. Pending application thereof plus accrued and unpaid interest to the purchase date, and (D) fourth, to the extent of Net Available Cash pursuant to this Section 4.07(a), the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C), for general corporate purposes. Notwithstanding the foregoing provisions, the Company and its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this covenant at any time exceed $10 million. Upon completion of any Asset Sale Offer, the amount of Excess Proceeds shall be invested in Temporary reset at zero. For the purposes of this covenant, the following will be deemed to be cash or Cash Investments or applied to temporarily reduce revolving credit Equivalents: (i) the assumption of Indebtedness (which may include Priority Lien Debt)other than Disqualified Stock) of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (ii) securities received by the Company or any Restricted Subsidiary of the Company from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash at its face value.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless unless: (1) the Company or such Restricted Subsidiary Subsidiary, as the case may be, receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined in advance on the date of contractually agreeing to such Asset Disposition), as determined in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Company's Board of Directors, which determination shall be conclusive evidence Directors (including as to the value of compliance with this provisionall non-cash consideration), of the equity shares and assets subject to such Asset Disposition; (2) (A) at least 75% of the consideration from such Asset Disposition received by the Company or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition)Equivalents; and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) : (Aa) first, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor Restricted Subsidiary), to prepay, repay or purchase Indebtedness of the Company (other than Disqualified StockStock or Subordinated Obligations) or Indebtedness of a Wholly-Wholly Owned Subsidiary that is not (other than any Disqualified Stock or Guarantor Subordinated Obligations of a Subsidiary Guarantor Wholly Owned Subsidiary) (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; provided, provided such however, that, in connection with any prepayment, repayment, redemption repayment or purchase permanently retiresof Indebtedness pursuant to this clause (a), the Company or reduces such Restricted Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (if any) for, such Indebtedness to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed repaid or purchased; and (Bb) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (Aa), to the extent the Company or such Restricted Subsidiary elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 360 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to provided that pending the extent final application of the balance of any such Net Available Cash after application in accordance with clauses clause (Aa) and or clause (B)b) above, to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior its Restricted Subsidiaries may temporarily reduce Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), otherwise invest such Net Available Cash shall be invested in Temporary Cash Investments any manner not prohibited by this Indenture. Notwithstanding the foregoing, the Company may issue to senior officers of the Company or applied a Restricted Subsidiary Voting Stock or options to temporarily reduce revolving credit Indebtedness purchase Voting Stock of (which may include Priority Lien Debt)1) Rossignol in an aggregate amount not to exceed 5% of the outstanding Capital Stock of Rossignol and (2) Cleveland Golf in an aggregate amount not to exceed 3% of the outstanding Capital Stock of Cleveland Golf.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), Fair Market Value of the equity shares and assets subject to such Asset Disposition; , (2) (Aii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash; provided that the following shall be deemed to be cash for purposes of this clause (ii) (but not for purposes of the definition of Net Available Cash): (1) the amount of any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or the Guarantees) that are assumed by the transferee of any such assets, (2) the amount of any securities received by the Company or such Restricted Subsidiary from such transferee that are converted or scheduled to be converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received or scheduled to be received) within 90 days following the closing of such Asset Disposition, (3) the Fair Market Value of any Related Assets received by the Company or such Restricted Subsidiary in such Asset Disposition and (4) any Designated Noncash Consideration received by the Company or such Restricted Subsidiary in such Asset Disposition having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (4) that has not been converted into cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not to exceed in the aggregate 10% of ACNTA Consolidated Net Tangible Assets as of the end of the most recent fiscal quarter for which financial statements are publicly available at the time such Designated Noncash Consideration is received (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the applicable Asset Disposition (after time received and without giving effect to such Asset Dispositionsubsequent changes in value); and (3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture, which purchase permanently reduces the outstanding amount of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchased. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).and

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the equity shares and assets subject to such Asset Disposition; , (2) (Aii) at least 7585% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash cash, provided that with respect to the sale or cash equivalents, Additional Assets or any combination thereof (collectivelyother disposition of an operational Academy, the “Cash Consideration”Company shall be deemed to be in compliance with this clause (ii) or (B) if the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (Consolidated Coverage Ratio after giving effect to such Asset Disposition); sale or disposition and the application of proceeds received therefrom is greater than or equal to the Consolidated Coverage Ratio immediately prior to giving effect to such sale or disposition and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), ) to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (other than Indebtedness owed to outstanding under the Company or an Affiliate of the Company) Credit Agreement within 540 days from 18 months after the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to acquire reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or to make capital expenditures in the Oil and Gas Business another Restricted Subsidiary) within 540 days 18 months from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders (and to holders of other Senior Indebtedness of the Company designated by the Company) Offer to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained set forth in this IndentureSection 4.06(b); provided, which purchase permanently reduces however, that if the outstanding amount Company elects (or is required by the terms of such Securities (and such any other Senior Indebtedness), such Offer may be made ratably to purchase the Securities and other Senior Indebtedness of the Company, and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C), to (x) acquire Additional Assets (other than Indebtedness and Capital Stock) or (y) prepay, repay or purchase Indebtedness of the Company (other than Indebtedness owed to an Affiliate of the Company and other than Disqualified Stock of the Company) or Indebtedness of any Restricted Subsidiary (other than Indebtedness owed to the Company or an Affiliate of the Company), in each case described in this clause (D) within 18 months from the receipt of such Net Available Cash or, if the Company has made an Offer pursuant to clause (C), six months from the date such Offer is consummated; provided, however that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A), (C) or (D) above, the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid or purchased. Pending application Notwithstanding the foregoing provisions of this covenant, the Company and the Restricted Subsidiaries will not be required to apply any Net Available Cash pursuant to in accordance with this Section 4.07(a), such 4.06 except to the extent that the aggregate Net Available Cash shall from all Asset Dispositions that is not applied in accordance with this covenant exceeds $10,000,000. For the purposes of clause (ii) of this Section 4.06(a), the following are deemed to be invested cash: (x) the assumption of Indebtedness of the Company (other than Disqualified Stock of the Company) or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in Temporary Cash Investments connection with such Asset Disposition and (y) securities received by the Company or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt)any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless (1i) the Company (or such Restricted Subsidiary Subsidiary, as the case may be) receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined in advance in good faith evidenced by an Officer or an officer a resolution of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provisionDirectors as set forth in an Officers' Certificate delivered to the Trustee), of the equity and assets subject to such Asset Disposition; (2ii) (A) at least 75% of the consideration received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); , the noncash consideration received in connection with all Asset Dispositions for the period beginning on the Issue Date through and including the date of such proposed Asset Disposition, less cash received in connection with the sale, disposition, transfer or other conversion of noncash consideration received in connection with Asset Dispositions during such period, does not exceed 5% of the Company's Consolidated Tangible Assets after giving effect to such Asset Disposition and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than any Disqualified Stock) of a Wholly-Owned Restricted Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company, unless permitted pursuant to the last sentence of Section 4.07(b)) within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets or to make capital expenditures in the Oil and Gas Business within 540 days one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders holders of the Securities (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Securities (and such other Senior Indebtedness of the CompanySubordinated Indebtedness) pursuant to and subject to the conditions contained in this Indenture; provided, which however, that in connection with any 49 49 prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall permanently reduces retire such Indebtedness and shall cause the outstanding amount of such Securities related loan commitment (and such other Senior Indebtednessif any) to be permanently reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this paragraph, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this paragraph exceeds $10 million. Pending application of Net Available Cash pursuant to this Section 4.07(a)covenant, such Net Available Cash shall be invested in Temporary Cash Investments Permitted Investments. For the purposes of this Section 4.06, the following are deemed to be cash or applied to temporarily reduce revolving credit cash equivalents: (x) the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition (which may include Priority Lien Debt)assumption shall also constitute a repayment of Indebtedness pursuant to the preceding paragraph) and (y) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be determined in advance in good faith by an Officer or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence of compliance with this provision), of the equity shares and assets subject to such Asset Disposition; , (2) (Aii) at least 7585% (or 100% in the case of lease payments) of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalentscash, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); and (3iii) an amount equal 62 54 to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Indebtedness), to prepay, repay, redeem or purchase Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness (other than Disqualified Preferred Stock) of a Wholly-Wholly Owned Subsidiary that is not a Subsidiary Guarantor Subsidiary) to prepay, repay or purchase Senior Indebtedness or such Indebtedness (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 60 days from after the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to acquire reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or to make capital expenditures in the Oil and Gas Business another Restricted Subsidiary) within 540 270 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to the Holders Offer (and to holders of other Senior Indebtedness of the Company designated by the Companyas defined below) to purchase Securities (and such other Senior Indebtedness of the Company) pursuant to and subject to the conditions contained of Section 4.06(b), provided that if the Company elects (or is required by the terms of any Senior Subordinated Indebtedness), such Offer may be made ratably to purchase the Securities and other Senior Subordinated Indebtedness, and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C), to prepay, repay or purchase Indebtedness of the Company (other than Indebtedness owed to an Affiliate of the Company and other than Disqualified Stock of the Company) or Indebtedness of any Restricted Subsidiary (other than Indebtedness owed to the Company or an Affiliate of the Company), in each case described in this Indenture, which purchase permanently reduces clause (D) within one year from the outstanding amount receipt of such Securities Net Available Cash or, if the Company has made an Offer pursuant to clause (C) of this Section 4.06(a), six months from the date such Offer is consummated; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A), (C) or (D) above, the Company or such Restricted Subsidiary shall retire such Indebtedness and such other Senior Indebtednessshall cause the related loan commitment (if any) to be permanently reduced in an amount equal to (or greater than) the principal amount so prepaid, repaid or purchased. Pending application Notwithstanding the foregoing provisions of this Section 4.06, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash pursuant to in accordance with this Section 4.07(a), such 4.06 except to the extent that the aggregate Net Available Cash shall from all Asset Dispositions 63 55 in any year that is not applied in accordance with this Section 4.06 exceeds $5.0 million. For the purposes of this Section 4.06, the following are deemed to be invested cash: (x) the assumption of Indebtedness of the Company (other than Disqualified Stock of the Company) or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in Temporary Cash Investments connection with such Asset Disposition and (y) securities received by the Company or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt)any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash.

Limitation on Sales of Assets and Subsidiary Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, consummate make any Asset Disposition unless (1i) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (such fair market value to be value, as determined in advance in good faith by an Officer the Company's senior management or an officer of such Restricted Subsidiary with responsibility for such transaction, or if the Asset Disposition exceeds $50.0 million, by the Board of Directors, which determination shall be conclusive evidence Directors (including as to the value of compliance with this provisionall non-cash consideration), of the equity shares and assets subject to such Asset Disposition; , (2) (Aii) at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents, Additional Assets or any combination thereof (collectively, the “Cash Consideration”) or (B) the fair market value of all forms of consideration other than Cash Consideration received by the Company and its Restricted Subsidiaries since September 30, 2017 does not exceed in the aggregate 10% of ACNTA at the time of the applicable Asset Disposition (after giving effect to such Asset Disposition); equivalents and (3iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company or any Restricted Subsidiary elects (or is required by the terms of any Senior Indebtedness), to prepay, repay, redeem repay or purchase (x) Senior Indebtedness of the Company or any Subsidiary Guarantor or (y) Indebtedness (other than Disqualified Preferred Stock) of a Wholly-Owned Subsidiary that is not a Subsidiary Guarantor (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within 540 180 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, provided such prepayment, repayment, redemption or purchase permanently retires, or reduces the related loan commitment (if any) for, such Indebtedness in an amount equal to the principal amount so prepaid, repaid, redeemed or purchased; (B) second, within one year from the receipt of such Net Available Cash, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), at the Company's election either (x) to the extent the Company elects, to acquire investment in or acquisition of Additional Assets or (y) to make capital expenditures prepay, repay or purchase (1) Senior Indebtedness or (2) Indebtedness (other than Preferred Stock) of a Wholly-Owned Subsidiary (in each case other than Indebtedness owed to the Oil and Gas Business Company); (C) third, within 540 45 days from after the later of the application of Net Available Cash in accordance with clauses (A) and (B) and the date of such Asset Disposition or that is one year from the receipt of such Net Available Cash; and (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an offer to purchase Securities at par plus accrued and unpaid interest, if any, thereon; and (D) fourth, to the Holders extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C), to holders (w) the investment in or acquisition of Additional Assets, (x) the making of Temporary Cash Investments, (y) the prepayment, repayment or purchase of Indebtedness of the Company (other than Indebtedness owing to any Subsidiary of the Company) 56 48 or Indebtedness of any Subsidiary (other than Indebtedness owed to the Company) or (z) any other purpose otherwise permitted under the Indenture, in each case within the later of 45 days after the application of Net Available Cash in accordance with clauses (A), (B) and (C) or the date that is one year from the receipt of such Net Available Cash; provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A), (B), (C) or (D) above, the Company or such Restricted Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions, the Company and its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this covenant at any time exceed $5 million. The Company shall not be required to make an offer for Securities pursuant to this covenant if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (A) and (B)) is less than $5 million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of determining whether an offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). For the purposes of this covenant, the following will be deemed to be cash: (x) the assumption by the transferee of Senior Indebtedness of the Company designated or Indebtedness of any Restricted Subsidiary of the Company and the release of the Company or such Restricted Subsidiary from all liability on such Senior Indebtedness or Indebtedness in connection with such Asset Disposition (in which case the Company shall, without further action, be deemed to have applied such assumed Indebtedness in accordance with clause (A) of the preceding paragraph) and (y) securities received by the CompanyCompany or any Restricted Subsidiary of the Company from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash. Notwithstanding the foregoing, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Swap if (i) at the time of entering into such Asset Swap or immediately after giving effect to purchase Securities such Asset Swap, no Default or Event of Default shall have occurred or be continuing or would occur as a consequence thereof, (and ii) in the event such other Senior Indebtedness Asset Swap involves an aggregate amount in excess of $1 million, the terms of such Asset Swap have been approved by a majority of the members of the Board of Directors of the Company, and (iii) pursuant to and subject in the event such Asset Swap involves an aggregate amount in excess of $5 million, the Company has received a written opinion from an independent investment banking firm of nationally recognized standing that such Asset Swap is fair to the conditions contained in this IndentureCompany or such Restricted Subsidiary, which purchase permanently reduces as the outstanding amount case may be, from a financial point of such Securities (and such other Senior Indebtedness) in an amount equal to (or greater than) the principal amount purchasedview. Pending application of Net Available Cash pursuant to this Section 4.07(a), such Net Available Cash shall be invested in Temporary Cash Investments or applied to temporarily reduce revolving credit Indebtedness (which may include Priority Lien Debt).57 49