Common use of Asset Sales Clause in Contracts

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),

Asset Sales. The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company Issuer (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by an Officers' Certificate delivered to the Trustee and a Board Resolution) of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company); of, (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company Issuer or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents(A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration"); provided that the amount of: of (ax) any liabilities (as shown on the Company’s Issuer's or such Restricted Subsidiary’s 's most recent balance sheet sheet) of the Issuer or in any Restricted Subsidiary as of the footnotes thereto, or if incurred or accrued subsequent date prior to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date consummation of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) transaction that are assumed by the transferee of any such assets; assets and (by) any securities, notes or other obligations received by the Company Issuer or any such Restricted Subsidiary from such transferee that are converted convertible within 90 days by the Company Issuer or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valuePermitted Consideration, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, shall be deemed to be cash Permitted Consideration for the purposes of this provision or for purposes provision; and provided further, that the 75% limitation referred to above shall not apply to any Asset Sale in which the Permitted Consideration portion of the second consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) the Net Proceeds of such Asset Sale are applied, or set aside for application, pursuant to, and as and to the extent required by, Section 3.09 hereof or the last paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in as the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),may be.

Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an any Asset Sale Sale, unless (i) the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets sold or otherwise disposed of (as determined in good faith by the Company); and property subject to such Asset Sale and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by paid to the Company or the such Restricted Subsidiary, as the case may be, from Subsidiary in connection with such Asset Sale shall be and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash or cash, Cash Equivalents; provided that the amount of: , Liquid Securities, Exchanged Properties (aincluding pursuant to asset swaps) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined assumption by the Company) purchaser of liabilities of the Company or any such Restricted Subsidiary (other than liabilities of the Company that are by their terms subordinated to the Notes) that are assumed by the transferee or liabilities of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee Guarantor that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in made such Asset Sale having an aggregate fair market value(other than liabilities of a Guarantor that are by their terms subordinated to such Guarantor’s Guarantee), taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time or any combination 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), shallforegoing, in each case as a result of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, which the Company shall applyand its remaining Restricted Subsidiaries are no longer liable for such liabilities, or cause such Restricted Subsidiary to applyor, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, solely in the case of any such Indebtedness under Asset Sale of Production Facility or Pipeline Assets, Permitted MLP Securities; provided, that any revolving credit facilityAsset Sale pursuant to a condemnation, effect appropriation or other similar taking, including by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a corresponding reduction Lien incurred not in breach of Section 4.10 or exercise by the availability under such revolving credit facility related lienholder of rights with respect thereto, including by deed or assignment in lieu of foreclosure shall not be required to satisfy the conditions set forth in clauses (or effect a permanent reduction in the availability under such revolving credit facility regardless i) and (ii) of the fact that no prepayment is required in order to do so this paragraph (in which case no prepayment should be requireda)),.

Asset Sales. The Each of the Company shall not, and any Restricted Subsidiary shall not permit consummate an Asset Sale, except the Company and any Restricted Subsidiary may dispose any of its Restricted Subsidiaries toassets or property, consummate an so long as (w) a new Borrowing Base Certificate is delivered substantially concurrently with the closing of any Significant Asset Sale, (x) no Event of Default has occurred and is continuing, or would result therefrom, on the date that the definitive documentation with respect to such Asset Sale unless is executed, (iy) each such sale the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (such Fair Market Value to be determined by the Company at the time the Company or such Restricted Subsidiary contractually agrees to such Asset Sale) of the assets sold or otherwise disposed of and (as determined z) except in good faith by the Companycase of a Permitted Asset Swap (subject to the next paragraph); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the such Restricted Subsidiary, as the case may beon a per transaction basis, from such Asset Sale shall be in the form of cash or Investment Cash Equivalents (taking into account the amount of Investment Cash Equivalents, the principal amount of any promissory notes and the Fair Market Value, as determined by the Company, in good faith, of any other consideration) and is paid at the time of the closing of such disposition; provided provided, however, that for purposes of this clause (z), the amount offollowing shall be deemed to be Investment Cash Equivalents: (aA) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto, or or, if incurred or accrued increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual increase had taken place on or prior to the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesObligations) that are assumed by the transferee of any such assets; with respect to the applicable disposition and for which the Company and the Restricted Subsidiaries shall have been validly released by all applicable creditors or indemnified in writing, (bB) any securities, notes or other obligations or assets received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof Investment Cash Equivalents (to the extent of the cash received); Investment Cash Equivalents received in the conversion) within 180 days following the closing of the applicable Asset Sale, and (cC) any Designated Non-cash Cash Consideration received by the Company or any of its Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-cash Cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstandingy), not to exceed exceed, as of the date of receipt (and taking into account all other Designated Non-Cash Consideration received under this clause (y) and then outstanding on such date), the greater of (A) $150 million 25,000,000 and 5(B) 2.00% of Consolidated Total Assets at measured on the time date of receipt of such Designated Non-Cash Consideration based upon the Section 8.01 Financials most recently delivered on or prior to the date of the receipt of such Designated Non-cash Cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Cash Consideration being measured at the time received and without giving effect to subsequent changes in value). The Permitted Asset Swaps referenced in clause (z) of the preceding paragraph shall only be permitted under this Agreement, shall, and be exempted from the 75% Investment Cash Equivalents consideration requirement in each of such clause (az), (b) and (c) above, be deemed only if an updated Borrowing Base Certificate is delivered to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon Administrative Agent concurrently with the consummation of an such Permitted Asset SaleSwap, which adjusts the Company shall apply, or cause such Restricted Subsidiary most recent Borrowing Base Certificate delivered to apply, the Net Cash Proceeds relating Administrative Agent pursuant to Section 8.15(a) as necessary to reflect the impact of any Permitted Asset Swap of Eligible Fee-Owned Real Property and/or Eligible Equipment that was part of the Borrowing Base immediately prior to such Permitted Asset Sale within 545 days Swap. For the avoidance of receipt thereof either (A) to prepay any Secured Debt or Indebtedness doubt, no new Eligible Fee-Owned Real Property and/or Eligible Equipment received in exchange for existing Eligible Fee-Owned Real Property and/or Eligible Equipment of a Restricted Subsidiary that is not a Guarantor and, the Credit Parties will be included in the case of any such Indebtedness under any revolving credit facility, effect Borrowing Base unless and until a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order Fixed Asset Reappraisal Event occurs pursuant to do so (in which case no prepayment should be requiredSection 8.02(d)),.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate engage in an Asset Sale unless (i) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company); and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of (a) cash or Cash EquivalentsEquivalents or (b) Qualified Proceeds, provided, that the aggregate fair market value of Qualified Proceeds that may be received pursuant to this clause (ii)(b) shall not exceed an aggregate of $10.0 million after the date of this Indenture; provided further, that the amount of: of (ax) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes theretosheet), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary of the Company (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any guarantee thereof) that are assumed by the transferee of any such assets; assets pursuant to a customary novation agreement that releases the Company or such Subsidiary from further liability and (by) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are promptly (and in any event, in not more than 30 days) converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof or Cash Equivalents (to the extent of the cash or Cash Equivalents received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),provision.

Asset Sales. The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company Issuer (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by an Officers' Certificate delivered to the Trustee and a Board Resolution) of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company); of, (ii) solely with respect to any Asset except as otherwise provided in an IPP Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 millionAgreement, at least 75% of the consideration therefor received by the Company Issuer or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents(A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration"); provided that the amount of: of (ax) any liabilities (as shown on the Company’s Issuer's or such Restricted Subsidiary’s 's most recent balance sheet sheet) of the Issuer or in any Restricted Subsidiary as of the footnotes thereto, or if incurred or accrued subsequent date prior to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date consummation of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) transaction that are assumed by the transferee of any such assets; assets and (by) any securities, notes or other obligations received by the Company Issuer or any such Restricted Subsidiary from such transferee that are converted convertible within 90 days by the Company Issuer or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valuePermitted Consideration, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, shall be deemed to be cash Permitted Consideration for the purposes of this provision or for purposes provision; and provided further, that the 75% limitation referred to above shall not apply to any Asset Sale in which the Permitted Consideration portion of the second consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) the Net Proceeds of such Asset Sale are applied, or set aside for application, pursuant to, and as and to the extent required by, Section 3.09 hereof or the last paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in as the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),may be.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company’s Board of Directors), which determination will be conclusive; (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided provided, however, that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Noncash Consideration (with the fair market value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 365 days of receipt thereof either (A) to prepay any Secured Debt Senior Debt, or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),, (B) to reinvest in Productive Assets (provided that this requirement shall be deemed satisfied if the Company or such Restricted Subsidiary by the end of such 365-day period has entered into a binding agreement under which it is contractually committed to reinvest in Productive Assets and such investment is consummated within 120 days from the date on which such binding agreement is entered into and, with respect to the amount of such investment, the reference to the 366th day after an Asset Sale in the second following sentence shall be deemed to be a reference to the 121st day after the date on which such binding agreement is entered into (but only if such 121st day occurs later than such 366th day)), or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Cash Proceeds in Cash Equivalents. On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines by Board Resolution not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the “Net Proceeds Offer”) on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and holders of any other Senior Subordinated Debt of the Company or a Restricted Subsidiary requiring the making of such an offer, on a pro rata basis, the maximum amount of Notes and such other Senior Subordinated Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Subordinated Debt was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest thereon, if any, to the date of purchase (or, in respect of such other Senior Subordinated Debt, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Debt); provided, however, that if at any time any non-cash consideration (including any Designated Noncash Consideration) received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.10. Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $15.0 million, the application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount to a Net Proceeds Offer may be deferred until such time as such Net Proceeds Offer Amount plus the aggregate amount of all Net Proceeds Offer Amounts arising subsequent to the Net Proceeds Offer Trigger Date relating to such initial Net Proceeds Offer Amount from all Asset Sales by the Company and its Restricted Subsidiaries aggregates at least $15.0 million, at which time the Company or such Restricted Subsidiary shall apply all Net Cash Proceeds constituting all Net Proceeds Offer Amounts that have been so deferred to make a Net Proceeds Offer (the first date the aggregate of all such deferred Net Proceeds Offer Amounts is equal to $15.0 million or more shall be deemed to be a Net Proceeds Offer Trigger Date). Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries shall be permitted to consummate an Asset Sale without complying with such paragraph to the extent that: (i) at least 75% of the consideration for such Asset Sale constitutes Productive Assets, cash, Cash Equivalents and/or Marketable Securities; and (ii) such Asset Sale is for fair market value; provided that any consideration consisting of cash, Cash Equivalents and/or Marketable Securities received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of the preceding paragraph. Notice of each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in Section 3.09 hereof. To the extent that the aggregate amount of Notes and other Senior Subordinated Debt tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use any remaining Net Proceeds Offer Amount for general corporate purposes or for any other purpose not prohibited by this Indenture. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof.

Asset Sales. The Company shall not, and shall not permit No later than the first Business Day following the date of receipt by Holdings or any of its Restricted Subsidiaries to, consummate an of any Net Asset Sale unless (iProceeds, Company shall offer to prepay the Loans as set forth in Sections 2.14(b) the Company and 2.14(d) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, so long as no Default or the applicable Restricted Subsidiary, Event of Default shall have occurred and be continuing on or as the case may be, receives consideration at the time of such first Business Day, Company shall have the option (exercisable upon written notice thereof to Administrative Agent on or prior to such first Business Day), directly or through one or more of its Subsidiaries, to invest Net Asset Sale at least equal to the fair market value Proceeds within three hundred and sixty five (365) days of receipt thereof in long-term productive assets of the assets sold or otherwise disposed general type used in the business of (as determined in good faith by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration or to make capital expenditures in excess connection with improvement of $50.0 million, at least 75% capital assets of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such (it being expressly agreed that any Net Asset Sale having Proceeds not so invested shall be immediately offered to be applied as set forth in Sections 2.14(b) and 2.14(d)); provided, further, pending any such investment at any time that Net Asset Sale Proceeds not so invested shall equal or exceed $5,000,000 in the aggregate, an aggregate fair market valueamount equal to all such Net Asset Sale Proceeds shall be deposited by Company, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14unless waived by Administrative Agent in its sole discretion, 2010 that is in a deposit account maintained at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time Administrative Agent as part of the receipt Collateral (it being understood that, (x) so long as no Default or Event of Default shall have occurred and be continuing, Administrative Agent shall release or consent to the release of such Designated Non-cash Consideration (with the fair market value funds to Company upon delivery to Administrative Agent of each item a certificate of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), an officer of Company certifying that such funds shall, upon release of such funds, be applied in each of (a), (baccordance this Section 2.13(a) and (cy) aboveto the extent such amounts are not applied in accordance with, and at the times required by, this Section 2.13(a), all such funds then held by Administrative Agent shall be deemed immediately applied by Administrative Agent, or immediately paid over to Administrative Agent to be cash for applied, as set forth in Section 2.14(b)); provided, further, that notwithstanding the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to applyforegoing, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (AProceeds from any sale leaseback transaction permitted pursuant to Section 6.1(n) hereof shall be offered to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, be applied as set forth in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be requiredSections 2.15(b) and 2.14(d)),.

Asset Sales. The Company shall not(a) Until the Discharge of ABL Obligations has occurred, each Term Agent, for itself and on behalf of the other Term Secured Parties agrees that in the event of any Insolvency Proceeding, the Term Secured Parties will not object or oppose (or support any Person in objecting or opposing), and shall not permit will be deemed to have consented to pursuant to Section 363(f) of the Bankruptcy Code or any of its Restricted Subsidiaries toother applicable law, consummate an Asset Sale unless (i) a motion to sell or otherwise Dispose of any ABL Priority Collateral under Sections 363, 365 or 1129 of the Company Bankruptcy Code or any similar provisions under any other applicable Debtor Relief Laws, free and clear of any Liens or other claims, (ii) a motion establishing notice, sale or bidding procedures for such Disposition (including any break-up fee or other bidder protections) or (iii) a motion to permit a credit bid on all or any portion of the claims of the ABL Secured Parties against ABL Priority Collateral under Section 363(k) of the Bankruptcy Code, in each case, if the ABL Agent has consented to such sale or other Disposition of such ABL Priority Collateral; provided, that, (A) the terms of any proposed order approving such transaction provide for the parties’ respective Liens to attach to the proceeds of the ABL Priority Collateral that is the subject of such sale or Disposition, subject to the Lien Priorities in Section 2.1 and the other terms and conditions of this Agreement; (B) such proceeds are applied among the ABL Obligations or the Term Obligations in accordance with Section 4.1; and (C) such motion to sell or otherwise Dispose of any ABL Priority Collateral does not impair the rights of the Term Secured Parties under Section 363(k) of the Bankruptcy Code (except that (1) the Term Secured Parties will be permitted to “credit bid” their claims against ABL Priority Collateral (including under Section 363, 365 or 1129 of the Bankruptcy Code, or any comparable provision of other applicable Restricted SubsidiaryDebtor Relief Laws) in such sale only if the cash proceeds of such bid result in Discharge of ABL Obligations on the closing date of such sale, as the case may be, receives consideration including all principal of and accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of all ABL Obligations outstanding at the time of such Asset Sale at least equal any Disposition, and (2) the Term Secured Parties will be permitted to the fair market value “credit bid” their claims against Term Priority Collateral (including under Section 363, 365 or 1129 of the assets sold Bankruptcy Code, or otherwise disposed any comparable provision of other applicable Debtor Relief Laws) in such sale and in accordance with the terms of the Term Documents and the Term Lender Intercreditor Agreement. Each Term Agent for itself and the applicable Term Secured Parties further agree that they will not object to or oppose, or support any party in opposing, the right of the ABL Secured Parties to credit bid under Section 363(k) of the Bankruptcy Code (as determined in good faith by the Company); (iior any similar provision under any other applicable Debtor Relief Laws) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 millionABL Priority Collateral, at least 75% subject to the provision of the consideration received by immediately preceding sentence; provided, that, the Company Term Secured Parties shall not be deemed to have agreed to any credit bid in connection with a single sale or the Restricted Subsidiary, as the case may be, from other Disposition of both Term Priority Collateral and ABL Priority Collateral unless such Asset Sale shall be credit bid would result in the form Discharge of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown Term Obligations on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the closing date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),sale.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such the Asset Sale at least equal to the fair market value of the assets disposed of or the Equity Interests of the Restricted Subsidiary issued or sold or otherwise disposed of (as determined in good faith by an Officer or otherwise as determined by the CompanyBoard of Directors of the Company if such fair market value exceeds $50.0 million); and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received in the Asset Sale by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided that . For purposes of this provision, each of the amount offollowing will be deemed to be cash or Cash Equivalents: (a) any liabilities (liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any Subsidiary Guarantee) that are assumed by the transferee of any such assetsassets or terminated by the holder of such liability and the Company or such Restricted Subsidiary is released from further liability; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 90 days of the receipt thereof (after receipt, to the extent of the cash received)or Cash Equivalents received in that conversion; and (c) any Designated Non-cash Consideration received by the Company or any of its such Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstandinghas not been converted to cash, not to exceed the greater of $150 75.0 million and 51.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration (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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iiid) upon Replacement Assets. Within 365 days after the consummation receipt of any Net Proceeds from an Asset Sale, the Company shall applyor the Restricted Subsidiary, or cause such Restricted Subsidiary to applyas the case may be, the Net Cash Proceeds relating may apply an amount equal to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),Net Proceeds at its option:

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) Not later than fifteen (15) Business Days following the receipt of any Net Cash Proceeds of any Disposition of any Property of any Credit Party (except for Dispositions of the type described in Section 3.14(c) and other than with respect to the sale of all or any portion of the Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, MN 56156, which shall be subject to Section 3.14(a)(iii)) now owned or hereafter acquired, the Company shall make a written offer to the Holders (by delivering such offer to the Trustee who shall at the expense of the Company (x) promptly deliver such offer to each Holder and (y) thereafter notify the Company when the Trustee has delivered such notice to the Holders) to apply 100% of such Net Cash Proceeds to redeem the Obligations, if any are then outstanding, in accordance with Section 3.14(e) and Section 3.14(f) below, and each Holder shall have thirty (30) days after it receives such written offer from the Company (or the applicable Restricted SubsidiaryTrustee, as the case may be, receives consideration at the time applicable) to determine whether to accept its Pro Rata Share of such Asset Sale at least equal redemption offer (failure to respond within such thirty (30) day period shall be construed as acceptance of such redemption offer by such Holder); provided that no such redemption (or offer to redeem the Obligations) shall be required under this Section 3.14(a) with respect to (A) the Disposition of Property that constitutes a Casualty Event, (B) Dispositions for fair market value of the assets sold or otherwise disposed of resulting in no more than $100,000 in Net Cash Proceeds in any Disposition (as determined in good faith by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales Dispositions) to the extent that the aggregate Net Cash Proceeds from all of such Dispositions does not exceed $200,000 per year, (C) any Disposition to the extent no Obligations are then outstanding on the date of receipt of such Net Cash Proceeds, (D) Dispositions permitted by Sections 4.32(b) other than Sections 4.32(b)(vi) and 4.32(b)(xxiv) (other than in regards to joint ventures that constitute Unrestricted Subsidiaries) (for the avoidance of doubt, clauses (B), (C) and (D) of this sentence shall not include any Disposition involving the Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, MN 56156, which shall be subject to Section 3.14(a)(iii)), (E) a Fundamental Change that constitutes a Disposition, (F) Dispositions, to the extent otherwise permitted under this Indenture, as a result of Agri-Energy’s performance of its obligations under the XX Xxxxx Lease Agreement, or (G) licenses (to the extent such licenses constitute Dispositions and are otherwise permitted hereunder) under the Butamax License Agreement; and provided further that other than with respect to the sale of all or any portion of the Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, XX 00000, so long as no Default or Event of Default shall have occurred and be continuing or arise therefrom, the Company shall have the option upon written notice stating its intention to the Trustee and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received Holders (or by filing materials with the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on Commission stating the Company’s intention and contemporaneously delivering such materials to the Trustee and the Holders) within fifteen (15) Business Days of receipt of Net Cash Proceeds from any Disposition, directly or through one or more Credit Party, to invest or commit to invest such Restricted Subsidiary’s most recent balance sheet or Net Cash Proceeds in an amount such that the aggregate amount of all Net Cash Proceeds from any Disposition reinvested as described below pursuant to this proviso (and not applied to the Obligations pursuant to this Section 3.14(a)) shall not exceed an amount equal to $20,000,000 in the footnotes theretoaggregate through the Maturity Date, within one (1) year of receipt thereof to the costs and replacement of the properties or assets that are the subject of such Disposition or the cost of purchase or construction of other assets useful in the business of the Credit Parties or of the general type used in the business of the Credit Parties, in each case, to the extent that the replacement properties and assets and/or such other assets so purchased or constructed constitute Collateral subject to the Lien granted pursuant to the Security Documents in favor of the Collateral Trustee, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 4.17, 4.20, 4.21, and 4.41, including through Acquisitions permitted hereunder provided that if incurred or accrued subsequent any amount is so committed to be reinvested within such one-year period, but is not reinvested within the later to occur of (x) six (6) months of the date of such balance sheet, such liabilities that would have been shown on commitment and (y) the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date end of such balance sheetone-year period, as determined by the Company) of the Company or any shall offer to redeem the Obligations in accordance with this Section 3.14(a) in accordance with the procedures outlined above without giving further effect to such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof reinvestment right (to the extent of that the cash receivedHolders have accepted the redemption offer); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate cause or make an Asset Sale Sale, unless (ix) the Company Company, or the applicable its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of Fair Market Value (as determined in good faith by the Company); ) of the assets sold or otherwise disposed of and (iiy) solely with respect to any except in the case of a Permitted Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 millionSwap, at least 75% of the consideration therefor received by the Company Company, or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: of (ai) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesSecurities) that are assumed by the transferee of any such assets; , (bii) any securities, notes or other obligations or other securities received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); , and (ciii) any Designated Non-cash Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (ciii) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 57.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration or $10,000,000 (with the fair market value Fair Market Value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash Cash Equivalents for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),provision.

Asset Sales. The Company Issuers shall not, and shall not permit any of its Restricted their respective Subsidiaries to, consummate an engage in any Asset Sale Sale, unless (ix) the Company Issuers or the applicable Restricted Subsidiary, as the case may be, such Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets sold or otherwise disposed of and (as determined in good faith by the Company); (iiy) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company Issuers or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalentscash; provided provided, however, that the amount of: of (aA) any liabilities (as shown on the Company’s Issuers' or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company Issuers or any such Restricted Subsidiary of their respective Subsidiaries (other than liabilities that are by their terms subordinated to the NotesNotes or any guarantee thereof) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); assets and (cB) any Designated Non-cash Permitted Asset Sale Consideration received by the Company Issuers or such Subsidiary in any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision provision. The Issuers may (a) apply the Net Proceeds from such Asset Sale to permanently reduce Senior Debt of the Issuers; provided that the Issuers make such a reduction within 365 days after any Asset Sale or (b) invest the Net Proceeds from such Asset Sale in the same or a similar line of business as Consoltex Group was engaged in on the date of this Indenture or in businesses reasonably related thereto: provided that the Issuers shall have invested such Net Proceeds within 365 days after such Asset Sale or shall have commenced and not completed or abandoned the project in which the Board of Directors of Consoltex Group has determined that the Issuers will invest such Net Proceeds and shall have segregated such Net Proceeds from the general funds of the Issuers and their Subsidiaries for that purpose; provided, further, that if the project in which such Board of Directors has determined that the Issuers will invest such Net Proceeds is thereafter abandoned, within 60 days after such project is abandoned, the Issuers shall (i) apply the Net Proceeds from such Asset Sale to permanently reduce Senior Debt of the Issuers or (ii) invest the Net Proceeds from such Asset Sale in the same or a similar line of business as Consoltex Group was engaged in on the date of this Indenture or in businesses reasonably related thereto. Pending the final application of any such Net Proceeds, the Issuers may temporarily reduce Senior Debt or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from the Asset Sale that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, the Issuers shall make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer (the "Offered Price"), in accordance with the procedures set forth in this Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds (a "Deficiency"), the Issuers may use such Deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero; provided that the amount of 25 % Excess Proceeds shall constitute Excess Proceeds for purposes of the second paragraph first offer that is made after the fifth anniversary of this Section 4.10; and the original issuance of the Notes (iiithe "Fifth Anniversary"). Notwithstanding the foregoing, in no event shall the Issuers use Excess Proceeds to purchase more than 25 % of the original aggregate principal amount of Notes on or prior to the Fifth Anniversary. If the aggregate Excess Proceeds (disregarding any resetting to zero as described above) upon resulting from Asset Sales occurring prior to the consummation of an Asset SaleFifth Anniversary, the Company shall apply, less any Deficiencies resulting from any offers made on or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating prior to such Asset Sale within 545 days date, exceed 25 % of receipt thereof either the original aggregate principal amount of the Notes (Asuch excess being the "25 % Excess Proceeds"), then the Issuers shall make an offer at the Offered Price in accordance with the foregoing provisions (i) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor andpromptly after the Fifth Anniversary, in the case event the amount of any the 25% Excess Proceeds exceeds $10 million or (ii) at such Indebtedness under any revolving credit facilitytime as the amount of the 25% Excess Proceeds together with the Excess Proceeds received after the Fifth Anniversary exceeds $10 million, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in event the availability under such revolving credit facility regardless amount of the fact that no prepayment 25% Excess Proceeds is required in order to do so (in which case no prepayment should be required)),less than $10 million.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),

Asset Sales. The Company shall not, and shall not permit On each date on or after the Closing Date upon which the Borrower or any of its Restricted Subsidiaries to, consummate an receives any cash proceeds from any Asset Sale (x) derived from the sale by a Loan Party of its direct or indirect Equity Interests in SIRE or SWY or (y) in excess of $2,500,000 in the aggregate during any fiscal year, an amount equal to 100% of the net cash proceeds therefrom shall be applied by the date that is five (5) Business Days following such date as a mandatory repayment of the Loans; provided, however, that, unless such net cash proceeds are derived from the sale by a Loan Party of its direct or indirect Equity Interests in SIRE or SWY, such net cash proceeds shall not be required to be so applied on such date so long as no Event of Default then exists and the Borrower has delivered a certificate to the Administrative Agent on such date stating that such net cash proceeds shall be used to purchase properties or assets to be used in the business of SWY or its Subsidiaries or to replace or restore any properties or assets used by the Borrower or its Subsidiaries (iand, for the avoidance of doubt, no such net cash proceeds shall be used for Restricted Payments or for Investments in current assets) in respect of which such net cash proceeds were paid within 365 days following the Company date of the receipt of such net cash proceeds (which certificate shall set forth the estimates of the net cash proceeds to be so expended), and provided further, that if all or any portion of such net cash proceeds not required to be so applied pursuant to the preceding proviso are not so used within 365 days after the date of the receipt of such net cash proceeds (or such earlier date, if any, as the Borrower or the applicable Restricted SubsidiarySubsidiary determines not to reinvest the net cash proceeds relating to such Asset Sale as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be, receives consideration at the time of such Asset Sale at least equal ) as provided above in this Section 2.05(b)(ii) without regard to the fair market value immediately preceding proviso. Notwithstanding any other provisions in this Section 2.05(b), until the Discharge of the assets sold or otherwise disposed SWY Credit Agreement has occurred, mandatory prepayments of (as determined in good faith by the Company); (iiLoans required under this Section 2.05(b)(ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company SWY or any of its Restricted Subsidiaries in shall be limited to the amount of the net cash proceeds of such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received that SWY is permitted to distribute directly or indirectly to the Borrower pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater terms of $150 million its Organization Documents and 5% of Total Assets the SWY Credit Agreement at the time of the receipt of such Designated Non-net cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured proceeds are received or at the any time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),thereafter.

Asset Sales. The Company shall notSubject to Sections 2.06(e) and 2.20, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) no later than the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to fifth Business Day following the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such of any Net Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed Proceeds in excess of the greater of (x) $150 million 300,000,000 and 5(y) 15.0% of Total Consolidated Tangible Assets at in the time aggregate (for the avoidance of doubt such basket shall be fully available as 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), shall, in each of (a), (bRestatement Date) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of arising from an Asset SaleSale pursuant to Section 7.08(c) (other than any such Net Asset Sale Proceeds that are used to repay, prepay or redeem (I) the 2.00% Convertible Senior Notes due 2042, issued by the Company shall applypursuant to the Base Indenture and that certain Third Supplemental Indenture dated as of March 5, 2012, by and between Wilmington Trust Company, as trustee, and the Company or cause such Restricted Subsidiary (II) the 2.00% Convertible Senior Notes due 2043 issued by the Company pursuant to applythe Base Indenture and that certain Fourth Supplemental Indenture dated as of February 21, 2013, by and between Wilmington Trust Company, as trustee, and the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either Company) (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor andincluding, in the case of any the immediately preceding clauses (I) and (II), all principal, interest, fees, recapture taxes in regards to such Indebtedness under any revolving credit facilityIndebtedness, effect a corresponding reduction costs, expenses and/or premiums related thereto), the Company shall prepay the Loans as set forth in Section 2.06(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided so long as no Default or Event of Default shall have occurred and be continuing, the Company shall have the option, directly or through one or more of its Subsidiaries, to invest or commit to invest such Net Asset Sale Proceeds within one year of receipt thereof in productive assets of the general type used in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless business of the fact Company and its Subsidiaries, including, without limitation, through a Permitted Acquisition and/or any other acquisition constituting a permitted Investment; provided that no prepayment if any amount is required so committed to be reinvested within such one-year period, but is not reinvested within the later to occur of (x) six months of the date of such commitment and (y) the end of such one year period, the Company shall prepay the Loans in order accordance with this Section 2.05(c)(i) without giving further effect to do so (in which case no prepayment should be required)),such reinvestment right.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),either

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate cause or make an Asset Sale Sale, unless (ix) the Company Company, or the applicable its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of Fair Market Value (as determined in good faith by the Company); ) of the assets sold or otherwise disposed of and (iiy) solely with respect to any except in the case of a Permitted Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 millionSwap, at least 75% of the consideration therefor received by the Company Company, or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: (ai) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesSecurities) that are assumed by the transferee of any such assets; (bii) any securities, notes or other obligations or other securities received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (ciii) any Designated Non-cash Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (ciii) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 57.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration or $10,000,000 (with the fair market value Fair Market Value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash Cash Equivalents for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),provision.

Asset Sales. The Company Partnership shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) sell, lease, convey or otherwise dispose of any assets (including by way of a Sale and Leaseback Transaction) other than sales of inventory in the Company ordinary course of business (provided, that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Partnership shall be governed by the provisions of this Indenture set forth under Section 10.15 hereof or Article VIII hereof and not by the provisions of this Section 10.14) or (ii) issue or sell Capital Stock of any of its Restricted Subsidiaries, in the case of either clause (i) or (ii) above, whether in a single transaction or a series of related transactions (each of the foregoing, an “Asset Sale”), unless (x) the Partnership (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the General Partner) of the assets sold or otherwise disposed of and (as determined in good faith by the Company); (iiy) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company Partnership or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalentscash; provided provided, however, that the amount of: of (aA) any liabilities (as shown on the CompanyPartnership’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company Partnership or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (bB) any securities, notes or other obligations received by the Company Partnership or any such Restricted Subsidiary from such transferee that are converted within 180 days of such Asset Sale by the Company Partnership or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); , and (cC) any Designated Non-cash Cash Consideration received by the Company Partnership or any of its such Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Cash Consideration received pursuant to this clause (cC) after December 14, 2010 that is at that such time outstanding, not to exceed an amount equal to the greater of (x) $150 100.0 million and 5(y) 5.0% of Total Consolidated Net Tangible Assets of the Partnership at the time of the receipt of such Designated Non-cash Consideration (Cash Consideration, with the fair market value of each item of Designated Non-cash Cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, value shall be deemed to be cash for the purposes of this provision or for purposes provision; and provided, further, that the 75% limitation referred to in this clause (y) shall not apply to any Asset Sale in which the cash portion of the second paragraph of this Section 4.10; and (iii) upon consideration received therefrom, determined in accordance with the consummation of an Asset Saleforegoing proviso, is equal to or greater than what the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. Notwithstanding the foregoing, Asset Sales shall not be deemed to include (1) any single transaction or series of related transactions that involves assets having fair market value of less than $25.0 million, (2) any transfer of assets or Capital Stock by the Partnership or any of its Restricted Subsidiaries to a Wholly Owned Restricted Subsidiary of the Partnership, (3) any transfer of assets or Capital Stock by the Partnership or any of its Restricted Subsidiaries to any Person in exchange for other assets having a fair market value (as determined in good faith by the General Partner) not less than that of the assets so transferred, (4) any transfer of assets pursuant to a Permitted Investment and (5) any transfer of accounts receivable under any Accounts Receivable Securitization. In the event that the Partnership or any of its Restricted Subsidiaries receives Net Proceeds from one or more Assets Sales in any fiscal year, then within 545 360 days after such date the Partnership shall apply the amount of receipt thereof either such aggregate Net Proceeds to (Aa) to prepay any Secured Debt or reduce Indebtedness of a Restricted Subsidiary that is not (with a Guarantor and, permanent reduction of availability in the case of revolving Indebtedness) or (b) make an investment in assets; provided that, with respect to any portion of Net Proceeds relating to clause (b), the 360-day period provided above shall be extended by an additional 180 days if by not later than the 360th day after receipt of such Net Proceeds, the Issuers or a Restricted Subsidiary, as applicable, have entered into a binding commitment with a Person other than an Affiliate of the Issuers to make an investment of the type referred to in such clause in the amount of such Net Proceeds. Any Net Proceeds that are not applied or invested in either of these ways will be considered “Excess Proceeds.” Pending the final application of any such Indebtedness Net Proceeds, the Partnership or any Restricted Subsidiary may temporarily reduce borrowings under the Credit Agreement or otherwise invest such Net Proceeds in any revolving credit facilitymanner that is not prohibited by this Indenture. When the aggregate amount of Excess Proceeds exceeds $50 million, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless Issuers shall make an offer to all Holders of the fact Securities of applicable series (an “Asset Sale Offer”) and to all holders of other pari passu debt securities of the Partnership or the Issuers containing provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of the Securities and such other pari passu debt securities that no prepayment may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, in accordance with the procedures set forth in this Indenture. To the extent that the aggregate amount of the Securities and other pari passu debt securities tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Partnership or any Restricted Subsidiary may use such deficiency for general business purposes. If the aggregate principal amount of the Securities and other pari passu debt securities surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Securities or other pari passu debt securities to be purchased on a pro rata basis. Notwithstanding the foregoing, if the Issuers are required to commence an Asset Sale Offer at any time when the Issuers have securities outstanding ranking pari passu in order right of payment with the Securities of the applicable series and the terms of those securities provide that a similar offer must be made with respect to do those other securities, then the Asset Sale Offer for the Securities will be made concurrently with the other offers and securities of each issue will be accepted on a pro rata basis in proportion to the aggregate principal amount of securities of each issue which their holders elect to have purchased. Upon completion of the Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. In the event the Issuers are required to make an Asset Sale Offer pursuant to Section 11.08 and this Section 10.14, and the amount of the Net Proceeds from the Asset Sale is not evenly divisible by $1,000, the Trustee shall promptly refund to the Issuers the portion of such Excess Proceeds that is not necessary to purchase the immediately lesser principal amount of the Securities that is so (in which case no prepayment should be required)),divisible.

Asset Sales. The Each of the Company shall not, and any Restricted Subsidiary shall not permit consummate an Asset Sale, except the Company and any Restricted Subsidiary may dispose any of its Restricted Subsidiaries toassets or property, consummate an so long as (w) a new Borrowing Base Certificate is delivered substantially concurrently with the closing of any Significant Asset Sale, (x) no Event of Default has occurred and is continuing, or would result therefrom, on the date that the definitive documentation with respect to such Asset Sale unless is executed, (iy) each such sale the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (such Fair Market Value to be determined by the Company at the time the Company or such Restricted Subsidiary contractually agrees to such Asset Sale) of the assets sold or otherwise disposed of and (as determined z) except in good faith by the Companycase of a Permitted Asset Swap (subject to the next paragraph); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the such Restricted Subsidiary, as the case may beon a per transaction basis, from such Asset Sale shall be in the form of cash or Investment Cash Equivalents (taking into account the amount of Investment Cash Equivalents, the principal amount of any promissory notes and the Fair Market Value, as determined by the Company, in good faith, of any other consideration) and is paid at the time of the closing of such disposition; provided provided, however, that for purposes of this clause (z), the amount offollowing shall be deemed to be Investment Cash Equivalents: (aA) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet provided hereunder or in the footnotes thereto, or or, if incurred or accrued increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s 's or such Restricted Subsidiary’s 's balance sheet or in the footnotes thereto if such incurrence or accrual increase had taken place on or prior to the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesObligations) that are assumed by the transferee of any such assets; with respect to the applicable disposition and for which the Company and the Restricted Subsidiaries shall have been validly released by all applicable creditors or indemnified in writing, (bB) any securities, notes or other obligations or assets received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof Investment Cash Equivalents (to the extent of the cash received); Investment Cash Equivalents received in the conversion) within 180 days following the closing of the applicable Asset Sale, and (cC) any Designated Non-cash Cash Consideration received by the Company or any of its Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-cash Cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstandingy), not to exceed exceed, as of the date of receipt (and taking into account all other Designated Non-Cash Consideration received under this clause (y) and then outstanding on such date), the greater of (A) $150 million 25,000,000 and 5(B) 4.0% of Consolidated Total Assets at Assets, measured on the time date of receipt of such Designated Non-Cash Consideration based upon the Section 8.01 Financials most recently delivered on or prior to the date of the receipt of such Designated Non-cash Cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Cash Consideration being measured at the time received and without giving effect to subsequent changes in value). The Permitted Asset Swaps referenced in clause (z) of the preceding paragraph shall only be permitted under this Agreement, shall, and be exempted from the 75% Investment Cash Equivalents consideration requirement in each of such clause (az), (b) and (c) above, be deemed only if an updated Borrowing Base Certificate is delivered to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon Administrative Agent concurrently with the consummation of an such Permitted Asset SaleSwap, which adjusts the Company shall apply, or cause such Restricted Subsidiary most recent Borrowing Base Certificate delivered to apply, the Net Cash Proceeds relating Administrative Agent pursuant to Section 8.12(a) as necessary to reflect the impact of any Permitted Asset Swap of Eligible Fee-Owned Real Estate and/or Eligible Equipment that was part of the Borrowing Base immediately prior to such Permitted Asset Sale within 545 days Swap. For the avoidance of receipt thereof either (A) to prepay any Secured Debt or Indebtedness doubt, no new Eligible Fee-Owned Real Estate and/or Eligible Equipment received in exchange for existing Eligible Fee-Owned Real Estate and/or Eligible Equipment of a Restricted Subsidiary that is not a Guarantor and, the Credit Parties will be included in the case of any such Indebtedness under any revolving credit facility, effect Borrowing Base unless and until a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order Fixed Asset Reappraisal Event occurs pursuant to do so (in which case no prepayment should be requiredSection 8.02(d)),.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),either

Asset Sales. The Company shall not, and shall not permit In the event of any of its Restricted Subsidiaries to, consummate an “Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of Disposition” (as determined in good faith by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be defined in the form of cash or Cash Equivalents; provided that the amount of: (aOpCo Credit Agreement) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company an OpCo Obligor or any of its Restricted Subsidiaries (as defined in the OpCo Credit Agreement), the Borrower shall cause to be offered to be prepaid in accordance with clause (iv) below an aggregate principal amount of Loans in an amount equal to 100% of all net cash proceeds received therefrom by such OpCo Obligor on or prior to the date which is ten (10) Business Days after the receipt by such OpCo Obligor of such net cash proceeds; provided that if at the time that any such prepayment would be required, such OpCo Obligor is required to make a payment in respect of Indebtedness pursuant to the terms of documentation governing such Indebtedness (including, for the avoidance of doubt, the Existing OpCo Facilities and after giving effect to any right of reinvestment provided for in the Existing OpCo Facilities Documents) with the net cash proceeds of such Asset Sale having an aggregate fair market valueDisposition (such Indebtedness, taken together “Other Applicable Indebtedness”), then such OpCo Obligor may apply such net cash proceeds to such Other Applicable Indebtedness; provided, further that (a) the portion of net cash proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net cash proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net cash proceeds shall be allocated to the Loans in accordance with all other Designated Non-cash Consideration received the terms hereof to the prepayment of the Loans, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this clause (cSection 2.2(b)(iii) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million shall be reduced accordingly and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes extent the holders of this provision Other Applicable Indebtedness decline to have such indebtedness repurchased or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Saleprepaid, the Company declined amount shall apply, or cause promptly (and in any event within ten (10) Business Days after the date of such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (Arejection) be applied to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, the Loans in accordance with the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),terms hereof.

Asset Sales. The Company Together with each delivery of financial statements pursuant to Section 5.01(a) or 5.01(b), the Borrower shall notdeliver to the Administrative Agent a statement (a “Net Cash Proceeds Statement”) setting forth in reasonable detail the aggregate amount of Net Cash Proceeds received during the last fiscal quarter covered by such financial statements (the “Current Net Cash Proceeds”). If the aggregate amount of the Current Net Cash Proceeds when taken together with the aggregate amount of Net Cash Proceeds received after the Effective Date in prior fiscal quarters as to which a prepayment of the Indebtedness hereunder (as set forth in clause (A) below) or other permitted Indebtedness for borrowed money secured by Liens on the Collateral on a pari passu basis with the Liens securing the Obligations pursuant to clause (B) below has not yet been made under this paragraph (other than as a result of proceeds pending reinvestment or repayment of Maturing Indebtedness pursuant to the proviso hereto) shall exceed $500,000,000 in the aggregate (such excess amount, and the “Excess Disposition Proceeds”) then, not later than five Business Days after the delivery of the applicable Net Cash Proceeds Statement (or if such Net Cash Proceeds Statement shall not permit be delivered in conformity with the terms hereof, five Business Days after the date such Net Cash Proceeds Statement was required to be delivered), the Borrower shall apply an amount equal to 100% of such Excess Disposition Proceeds towards the prepayment of (A) the Loans as set forth in sub-clause (bb) of this paragraph (and/or provide cover for LC Exposure as specified in Section 2.04(i)) and (B) other permitted Indebtedness for borrowed money secured by Liens on the Collateral on a pari passu basis with the Liens securing the Obligations (but only to the extent required under the documentation governing such secured Indebtedness), pro rata based on their respective outstanding principal amount of loans thereunder as of the end of the period covered by the applicable financial statements (treating, for such purpose, as outstanding loans, the aggregate outstanding LC Exposure and the unused portion of the Commitments); provided that the Borrower shall not be required to make a prepayment under this sub-clause (y) with respect to any portion of Net Cash Proceeds (or an equivalent amount) that (x) (1) the Borrower states in the applicable Net Cash Proceeds Statement is to be reinvested (or has been reinvested) in any assets used or to be used by the Borrower and its Restricted Subsidiaries toin its business, consummate an and (2) are or have been or will be in fact so applied to such reinvestment within eighteen months of the related Asset Sale unless or Recovery Event or (iy) (1) the Company or Borrower states in the applicable Restricted SubsidiaryNet Cash Proceeds Statement is to be used to repay Maturing Indebtedness (or has been used to repay Maturing Indebtedness) and (2) are or have been or will be in fact so applied to such repayment within 18 months of the related Asset Sale or Recovery Event. Notwithstanding the foregoing, if the Total Indebtedness Ratio as of the case may bemost recently delivered financial statements pursuant to Section 5.01(a) or 5.01(b), receives consideration at recomputed on a pro forma basis for such Asset Sale or Recovery Event, is less than 2.00 to 1.00, the time proceeds of such Asset Sale at least equal or Recovery Event will not be subject to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be included in the form calculation of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent amounts required to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received be prepaid pursuant to this sub-clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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 valuey), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),.

Asset Sales. The Company shall notSubject to the Intercreditor Agreements, subject to Section 3.9 and Section 4.10 of the 2017 Notes Indenture (as in effect on the date hereofFirst Amendment Effective Date), Section 2.4 and Section 2.5 of the Existing ABL Credit Agreement (as in effect on the date hereof) and Section 2.4 of the MSD Term Loan Credit Agreement (as in effect on the date hereof), and shall not permit subject to each of the terms and conditions of this Section 2.4(d)(ii)(2), on the date of receipt by Borrower or any of its Restricted Subsidiaries toof Net Cash Proceeds from any Asset Sale, consummate Borrower shall make an Offer to Prepay and each Lender will have the right to require Borrower to prepay the outstanding principal amount of the Loans owing to such Lender together with any accrued and unpaid interest to but not including the Prepayment Date pursuant to an Offer to Prepay, in an amount equal to the Net Cash Proceeds received from such Asset Sale unless Sale, in each case without any premium or penalty. Subject to Section 2.4(e)(ii) below, on the Prepayment Date, Borrower shall, to the extent lawful, (iA) prepay the Loans (or the portion thereof), together with any accrued and unpaid interest of each Lender that has accepted the Offer for Prepayment, in each case without any premium or penalty; and (B) otherwise comply with Section 2.4(e); provided, Borrower or any of its Subsidiaries, may, within 365 days after receipt of such Net Cash Proceeds, apply such Net Cash Proceeds to an Investment permitted under this Agreement in (a) any one or more businesses (provided that such Investment in any business is in the form of either (I) the Company acquisition of capital Stock and results in Borrower or the applicable Restricted Subsidiaryany of its Subsidiaries, as the case may be, receives consideration at owning an amount of the time capital Stock of such Asset Sale at least equal to the fair market value business such that it constitutes a Subsidiary of Borrower or (II) all or substantially all of the assets sold or otherwise disposed of (as determined in good faith by the Companyrelevant business); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securitiesproperties, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company capital expenditures or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all (d) other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shallassets that, in each of (a), (b), (c) and (d), replace the businesses, properties and assets that are the subject of such Asset Sale or are used or useful in the Permitted Business (clauses (a), (b), (c) aboveand (d) together, the “Additional Assets”); provided further that to the extent that the assets that were subject to the Asset Sale constituted ABL Priority Collateral (as defined in the ABL-Notes Intercreditor Agreement), such Additional Assets shall also constitute ABL Priority Collateral (and Borrower or its Subsidiaries, as the case may be, shall promptly take such action (if any) as may be deemed required to cause that portion of such Investment constituting ABL Priority Collateral to be cash for added to the purposes of this provision or for ABL Priority Collateral securing the Obligations). For purposes of the second paragraph foregoing and determining whether assets subject to an Asset Sale constitute ABL Priority Collateral, the sale or other disposition of Capital Interests of a Person shall be treated as a sale or other disposition of assets of such Person and assets sold shall be allocated between Notes Priority Collateral and ABL Priority Collateral (as each such term is defined in the ABL-Notes Intercreditor Agreement) in accordance with Section 3.5(c) of the ABL-Notes Intercreditor Agreement, as if the allocation therein would apply to such Asset Sale. Pursuant to the first proviso of this Section 4.10; and subclause (iii) upon the consummation 2), a binding commitment shall be treated as a permitted application of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating from the date of such commitment so long as Borrower or any of its Subsidiaries enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment; provided, that if such commitment is later terminated or cancelled prior to the application of such Net Cash Proceeds, then such Net Cash Proceeds shall constitute Excess Proceeds. Any Net Cash Proceeds from the Asset Sales covered by this subclause (2) that are not invested or applied as provided and within the time period set forth above will be deemed to constitute “Excess Proceeds” and within 15 Business Days after the aggregate amount of Excess Proceeds exceeds $10,000,000, Borrower shall make an Offer to Prepay an amount equal to the Excess Proceeds. To the extent that the aggregate amount of Loans that are accepted for prepayment pursuant to an Offer to Prepay is less than the Excess Proceeds, Borrower may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Agreement. Upon completion of any such Asset Sale within 545 days Offer, the amount of receipt thereof either (A) to prepay Excess Proceeds shall be reset at zero. After Borrower or any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in its Subsidiaries has applied the case Net Cash Proceeds from any Asset Sale of any Collateral as provided in, and within the time periods required by, this clause (2), Borrower may use the balance of such Net Cash Proceeds, if any, from such Asset Sale of Collateral for any purpose not prohibited by the terms of this Agreement; provided that pending the final application of any Net Cash Proceeds pursuant to this clause (2), the Borrower may apply such Net Cash Proceeds temporarily to reduce Indebtedness outstanding under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction otherwise invest such Net Cash Proceeds in any manner not prohibited in this Agreement. Notwithstanding anything to the contrary in the availability under such revolving credit facility regardless foregoing, subject to the Intercreditor Agreements, subject to Section 3.9 and Section 4.10 of the fact that no prepayment is required 2017 Notes Indenture (as in order effect on the date hereofFirst Amendment Effective Date), Section 2.4 and Section 2.5 of the Existing ABL Credit Agreement (as in effect on the date hereof) and Section 2.4 of the MSD Term Loan Credit Agreement (as in effect on the date hereof), and subject to do so (in which case no prepayment should be required)),each of the terms and conditions of this Section 2.4(d)(ii)(2):

Asset Sales. The Company shall Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company Borrower or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the CompanyBorrower's Board of Directors); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 7580% of the consideration received by the Company Borrower or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash EquivalentsEquivalents and is received at the time of such disposition; provided that the amount of: of (ax) any liabilities (as shown on the Company’s Borrower's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company Borrower or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesLoans) that are assumed by the transferee of any such assets; assets and from which the Borrower and its Restricted Subsidiaries are unconditionally released and (by) any securities, notes or other obligations received by the Company Borrower or any such Restricted Subsidiary from such transferee that are promptly, but in no event more than 30 days after receipt, converted by the Company Borrower or such Restricted Subsidiary into cash within 180 days of the receipt thereof or Cash Equivalents (to the extent of the cash or Cash Equivalents received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10provision; and (iii) upon the consummation of an Asset Sale, the Company Borrower shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating in accordance with Section 2.02(a), provided, however, that if at any time any non-cash consideration received by the Borrower or any Restricted Subsidiary of the Borrower, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with Section 2.02(a). Notwithstanding clause (ii) of the immediately preceding paragraph, the Borrower and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with clause (ii) of such paragraph to the extent that at least 80% of the consid- eration from such Asset Sale within 545 days constitutes Replacement Assets and the remainder constitutes cash or Cash Equivalents; provided that any consideration not constituting Replacement Assets received by the Borrower or any of receipt thereof either (A) its Restricted Subsidiaries in connection with any Asset Sale permitted to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in be consummated under this paragraph shall constitute Net Cash Proceeds subject to the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless provisions of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),immediately preceding paragraph.

Asset Sales. The Company Lessee shall not, and shall not permit any of its the Restricted Subsidiaries to, consummate an Asset Sale unless (i) sell, lease, convey or otherwise dispose of any assets (including by way of a sale-and-leaseback) other than sales of inventory in the Company ordinary course of business consistent with past practice (provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of Lessee shall be governed by the provisions of Section 5.19 hereof and not by the provisions of this Section 5.18), or (ii) issue or sell Equity Interests of any of its Subsidiaries, in the case of either clause (i) or (ii) above, whether in a single transaction or a series of related transactions, (A) that have a fair market value in excess of the lesser of $10,000,000 or the applicable amount (which amount is equal to $5,000,000 as of the Effective Date) specified in Section 4.10 of the 1996 Indenture as amended from time to time (such lesser amount, the "Applicable Amount"), or (B) for net proceeds in excess of the "Applicable Amount" (each of the foregoing, an "Asset Sale"), unless (X) Lessee (or the Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the board of directors of the General Partner (and, if applicable, the audit committee of such board of directors) set forth in a certificate signed by a Responsible Officer and delivered to Agent) of the assets sold or otherwise disposed of and (as determined in good faith by the Company); (iiY) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 7580% of the consideration therefor received by the Company Lessee or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalentscash; provided provided, however, that the amount of: of (a1) any liabilities (as shown on the Company’s Lessee's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes notes thereto), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company Lessee or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated in right of payment to the NotesObligations hereunder and under the other Operative Documents) that are assumed by the transferee of any such assets; assets and (b2) any securities, notes or other obligations received by the Company Lessee or any such Restricted Subsidiary from such transferee that are immediately converted by the Company Lessee or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or for purposes provision; and provided, further, that the 80% limitation referred to in this clause (Y) shall not apply to any Asset Sale in which the cash portion of the second paragraph of this Section 4.10; and (iii) upon consideration received therefrom, determined in accordance with the consummation of an Asset Saleforegoing proviso, is equal to or greater than what the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to after-tax proceeds would have been had such Asset Sale within 545 days complied with the aforementioned 80% limitation. Notwithstanding the foregoing, Asset Sales shall not be deemed to include (w) sales or transfers of receipt thereof either accounts receivable by Lessee to an SPE and by an SPE to any other Person in connection with any Accounts Receivable Securitization permitted by Section 5.21 (Aprovided that the aggregate amount of such accounts receivable that shall have been transferred to and held by all SPEs at any time shall not exceed 133% of the amount of Accounts Receivable Securitizations permitted to be outstanding under Section 5.21), (x) any transfer of assets by Lessee or any of its Subsidiaries to prepay any Secured Debt Lessee or Indebtedness of a Restricted Subsidiary Subsidiary, (y) any transfer of assets by Lessee or any of its Subsidiaries to any Person in exchange for other assets used in a line of business permitted under Section 5.31 and having a fair market value not less than that is of the assets so transferred and (z) any transfer of assets pursuant to a Permitted Lessee Investment or any sale-leaseback (including sale-leasebacks involving Synthetic Leases) permitted by Section 5.33. Notwithstanding the foregoing, Lessee may not a Guarantor andsell, in the case lease, convey or otherwise dispose of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in Unit except as permitted by the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),Lease.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an Asset Sale unless any sale of assets (i) other than sales of inventories, goods, fixtures, and accounts receivable in the ordinary course of business, and sales of assets to the Company or a wholly owned Subsidiary of the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of Company) unless such Asset Sale at least equal to the sale is for fair market value and, in the case of the individual sales of assets sold or otherwise disposed of (as determined in good faith by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of received (including liabilities assumed) is more than $50.0 25.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form therefor (other than liabilities assumed) consists of cash or Cash Equivalents; provided that the amount of: either (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes theretocombination of cash, cash equivalents, or if incurred promissory notes secured by letters of credit or accrued subsequent to the date similar assurances of such balance sheet, such liabilities that would have been shown payment issued by commercial banks of recognized standing or (b) capital asset contributions or capital expenditures made for or on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) behalf of the Company or any such Restricted a Subsidiary (other by a third party. Asset sales not subject to Section 3.8 below shall be presumed to be for fair market value if the consideration received is less than liabilities that are $25.0 million and shall be conclusively presumed to have been for fair market value if the transaction is determined by their terms subordinated the Board of Directors to be fair, from a financial point of view, to the Notes) Company. To the extent that are assumed the aggregate amount of cash proceeds (net of all legal, title, and recording tax expenses, commissions, and other fees and expenses incurred, and all federal, state, provincial, foreign, and local taxes and reserves required to be accrued as a liability, as a consequence of such sales of assets, and net of all payments made on any Indebtedness which is secured by such assets in accordance with the terms of any Liens upon or with respect to such assets or which must by the transferee terms of any such Lien, or in order to obtain a necessary consent to such sale or by applicable law be repaid out of the proceeds from such sales of assets; (b, and net of all distributions and other payments made to minority interest holders in Subsidiaries or joint ventures as a result of such sales of assets) any securities, notes or other obligations received by from such sales of assets that shall not have been reinvested in the business of the Company or any such Restricted Subsidiary from such transferee that are converted by its Subsidiaries or used to reduce Senior Indebtedness of the Company or such Restricted Subsidiary into cash its Subsidiaries within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time 12 months of the receipt of such Designated Non-cash Consideration proceeds (with cash equivalents being deemed to be proceeds upon receipt of such cash equivalents and cash payments under promissory notes secured as aforesaid being deemed to be proceeds upon receipt of such payments) shall exceed $100.0 million ("Excess Sale Proceeds") from time to time, the fair market value Company shall offer to repurchase pursuant to an Offer to Purchase Senior Notes with such Excess Sale Proceeds (on a pro rata basis with any other Senior Indebtedness of the Company or its Subsidiaries required by the terms of such Indebtedness to be repurchased with such Excess Sale Proceeds, based on the principal amount of such Senior Indebtedness required to be repurchased) at 100% of principal amount, plus accrued and unpaid interest, and to pay related costs and expenses. Such Offer to Purchase shall be made by mailing of a Notice to the Trustee and to each item of Designated Non-cash Consideration being measured Holder at the time received address appearing in the Security Register, by first class mail, postage prepaid, by the Company or, at the Company's request, by the Trustee in the name and without giving effect at the expense of the Company, on a date selected by the Company not later than 12 months from the date such Offer to subsequent changes Purchase is required to be made pursuant to the immediately preceding sentence. To the extent that the aggregate purchase price for Senior Notes or other Senior Indebtedness tendered pursuant to such offer to repurchase is less than the aggregate purchase price offered in value)such offer, shallan amount of Excess Sale Proceeds equal to such shortfall shall cease to be Excess Sale Proceeds and may thereafter be used for general corporate purposes. On the Purchase Date, the Company shall (i) accept for payment Senior Notes or portions thereof tendered pursuant to the Offer to Purchase in each an aggregate principal amount equal to the Purchase Amount (selected by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for purchase of portions (aequal to $1,000 or an integral multiple of $1,000) of the principal amount of Senior Notes of a denomination larger than $1,000), (bii) and (c) abovedeposit with the Paying Agent money sufficient to pay the purchase price of all Senior Notes or portions thereof so accepted, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon deliver to the consummation Trustee Senior Notes so accepted. The Paying Agent shall promptly mail to the Holders of Senior Notes so accepted payment in an Asset Saleamount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new Senior Note equal in principal amount to any unpurchased portion of each Senior Note surrendered. Election of the Offer to Purchase by a Holder shall (unless otherwise provided by law) be irrevocable. The payment of accrued interest as part of any repurchase price on any Purchase Date shall be subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to such Purchase Date. If an Offer to Purchase Senior Notes is made, the Company shall applycomply with all tender offer rules, or cause such Restricted Subsidiary including but not limited to applySection 14(e) under the Exchange Act and Rule 14e-1 thereunder, to the Net Cash Proceeds relating extent applicable to such Asset Sale within 545 days of receipt thereof either (A) Offer to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),Purchase.

Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an engage in any Asset Sale unless (i) the consideration received by the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of Subsidiary for such Asset Sale at least equal to is not less than the fair market value of the assets sold or otherwise disposed evidenced by a resolution of (as determined the board of directors of such entity set forth in good faith by an Officers' Certificate delivered to the Company); Trustee and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the relevant Restricted Subsidiary, as the case may be, from Subsidiary in respect of such Asset Sale shall be in the form consists of at least 75% cash or Cash Equivalents; provided that the amount of: Equivalents (afor purposes of this clause (ii), cash and Cash Equivalents includes (1) any liabilities (as shown on reflected in the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such 's consolidated balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any Note Guarantee) that are assumed by the any transferee of any such assets; assets or other property in such Asset Sale, and where the Company or the relevant Restricted Subsidiary is released from any further liability in connection therewith with respect to such liabilities, (b2) any securities, notes or other similar obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days of the consummation of the related Asset Sale by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof and Cash Equivalents (to the extent of the net cash received); proceeds or the Cash Equivalents (net of related costs) received upon such conversion) and (c3) any Designated Non-cash Noncash Consideration received by the Company or any of its such Restricted Subsidiaries Subsidiary in such the Asset Sale having an aggregate fair market value, as determined by the Board of the Company, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),of:

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate cause, make or suffer to exist an Asset Sale Sale, unless (ix) the Company Company, or the applicable its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company); ) of the assets sold or otherwise disposed of and (iiy) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company Company, or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: of (aA) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) ), that are assumed by the transferee of any such assets; , (bB) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); ) within 180 days following the closing of such Asset Sale and (cC) any Designated Non-cash Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (cC) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 515% of Total Assets at the time of the receipt of such Designated Non-cash Noncash Consideration (with the fair market value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or and for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),other purpose.

Asset Sales. The Company Partnership shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (ia) the Company Partnership (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of of; (as b) such fair market value is determined in good faith by the Company)Partnership’s Board of Directors and evidenced by a resolution of the Board of Directors as set forth in an Officers’ Certificate delivered to the Trustee; and (iic) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company Partnership or such Restricted Subsidiary is in the form of cash. For purposes of this provision and not for purposes of the definition of “Net Proceeds” (except to the extent set forth in such definition with respect to the conversion of non-cash proceeds to cash), each of the following shall be deemed to be cash: (x) any liabilities (as shown on the Partnership’s or such Restricted Subsidiary’s most recent balance sheet) of the Partnership or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Restricted Subsidiary’s Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Partnership or such Restricted Subsidiary from further liability; and (y) any securities, Notes or other obligations received by the Partnership or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Partnership or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion). Within 270 days after the receipt of any Net Proceeds from an Asset Sale, the Partnership or the Restricted Subsidiary may apply such Net Proceeds to make a capital expenditure, improve real property or acquire long-term assets that are used or useful in a line of business permitted under Section 4.14 hereof; provided, however, that the Partnership or the Restricted Subsidiary, as the case may be, from grants to the Trustee, on behalf of the Holders of the Notes a first priority perfected security interest, subject to Permitted Liens, on any such property or assets acquired or constructed with the Net Proceeds of any Asset Sale on the terms set forth herein. Pending the final application of any such Net Proceeds, the Partnership or the applicable Restricted Subsidiary may invest such Net Proceeds in Cash Equivalents held in an account in which the Trustee shall be have a first priority perfected security interest, subject to Permitted Liens, for the benefit of the Holders of the Notes. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the form of cash or Cash Equivalents; provided preceding paragraph will constitute “Excess Proceeds.” Within ten days following the date that the aggregate amount of: of Excess Proceeds exceeds $5.0 million, the Partnership will make an offer (aan “Asset Sale Offer”) to all Holders of Notes to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds. The offer price in any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or Asset Sale Offer will be equal to 100% of principal amount plus accrued subsequent and unpaid Interest to the date of such balance sheetpurchase, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or and will be payable in cash. If any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) Excess Proceeds remain after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset SaleSale Offer, the Company shall apply, or cause Issuers may use such Restricted Subsidiary to apply, Excess Proceeds for any purpose not otherwise prohibited by this Indenture and the Net Cash Proceeds relating Collateral Documents. If the aggregate principal amount of Notes tendered pursuant to such Asset Sale within 545 days Offer exceeds the amount of receipt thereof either (A) Excess Proceeds, the Trustee shall select the Notes to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, be purchased in the case manner described under Section 3.02 hereof. Upon completion of any such Indebtedness under any revolving credit facilityeach Asset Sale Offer, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless amount of the fact that no prepayment is required in order to do so (in which case no prepayment should Excess Proceeds shall be required)),reset at zero.

Asset Sales. (i) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an engage in any Asset Sale unless (ix) the consideration received by the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of Subsidiary for such Asset Sale at least equal to is not less than the fair market value of the assets sold or otherwise disposed evidenced by a resolution of the board of directors of such entity set forth in an Officers' Certificate delivered to the Holders and (as determined in good faith by the Company); (iiy) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the relevant Restricted Subsidiary, as the case may be, from Subsidiary in respect of such Asset Sale shall be in the form consists of at least 75% cash or Cash Equivalents; provided that the amount of: Equivalents (afor purposes of this clause (y), cash and Cash Equivalents includes (A) any liabilities (as shown on reflected in the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such 's consolidated balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any Guarantee) that are assumed by the any transferee of any such assets; assets or other property in such Asset Sale, and where the Company or the relevant Restricted Subsidiary is released from any further liability in connection therewith with respect to such liabilities, (bB) any securities, notes or other similar obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days of the consummation of the related Asset Sale by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof and Cash Equivalents (to the extent of the net cash received); proceeds or the Cash Equivalents (net of related costs) received upon such conversion) and (cC) any Designated Non-cash Noncash Consideration received by the Company or any of its such Restricted Subsidiaries Subsidiary in such the Asset Sale having an aggregate fair market value, as determined by the Board of the Company, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),of:

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) Not later than fifteen (15) Business Days following the Company receipt of any Net Cash Proceeds of any Disposition of any Property of any Credit Party (except for Dispositions of the type described in Sections 2.8(f) and other than with respect to the sale of all or any portion of the applicable Restricted SubsidiaryProperty located at 000 Xxxxx Xxxxxx Xxx, as Xxxxxxx, MN 56156) now owned or hereafter acquired, Borrower shall make a written offer to each Lender (by delivering such offer to Administrative Agent who shall (x) promptly deliver such offer to each Lender and (y) thereafter notify Borrower when Administrative Agent has delivered such notice to the case may be, receives consideration at the time Lenders) to apply 100% of such Asset Sale at least equal Net Cash Proceeds to make repayments of the Obligations, if any are then outstanding, in accordance with Sections 2.8(h) and (i) and each Lender shall have thirty (30) days after it receives such written offer from Borrower (or Administrative Agent as applicable) to determine whether to accept its Pro Rata Share of such payment offered to Lenders (failure by a Lender to respond within such thirty (30) day period shall be construed as acceptance of such offer for payment by such Lender); provided that no such repayment shall be required under this Section 2.8(c) with respect to (A) the Disposition of Property that constitutes a Casualty Event, (B) Dispositions for fair market value of the assets sold or otherwise disposed of resulting in no more than $100,000 in Net Cash Proceeds in any Disposition (as determined in good faith by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales Dispositions) to the extent that the aggregate Net Cash Proceeds from all of such Dispositions does not exceed $200,000 per year, (C) any Disposition to the extent no Obligations are then outstanding on the date of receipt of such Net Cash Proceeds, or (D) Dispositions permitted by Section 6.4(b) other than Sections 6.4(b)(vi) and 6.4(b)(xxiv) (other than in regards to joint ventures that constitute Excluded Subsidiaries) (for which the Company avoidance of doubt, clausees (B) and its Restricted Subsidiaries receive aggregate consideration in excess (C) of $50.0 millionthis sentence shall not include any Disposition involving the Property located at 000 Xxxxx Xxxxxx Xxx, at least 75% Xxxxxxx, MN 56156); and provided, further that, other than with respect to the sale of all or any portion of the consideration received Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, XX 00000, so long as no Default or Event of Default shall have occurred and be continuing or arise therefrom, the Borrower shall have the option upon written notice stating its intention to the Administrative Agent (or by filing materials with the Company SEC stating Borrower’s intention and contemporaneously delivering such materials to the Administrative Agent) within fifteen (15) Business Days of receipt of Net Cash Proceeds from any Disposition, directly or through one or more Credit Party, to invest or commit to invest such Net Cash Proceeds in an amount such that the aggregate amount of all Net Cash Proceeds from any Disposition reinvested as described below pursuant to this proviso (and not applied to the Obligations pursuant to this Section 2.8(c)) shall not exceed an amount equal to $20,000,000 in the aggregate through the Maturity Date, within one (1) year of receipt thereof to the costs of replacement of the properties or assets that are the subject of such Disposition or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be cost of purchase or construction of other assets useful in the form business of cash the Credit Parties or Cash Equivalents; of the general type used in the business of the Credit Parties, in each case, to the extent that the replacement properties and assets and/or such other assets so purchased or constructed constitute Collateral subject to the Lien granted pursuant to the Security Instruments in favor of the Administrative Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.8, 5.11, 5.12 and 6.15, including through Acquisitions permitted hereunder, provided that if any amount is so committed to be reinvested within such one-year period, but is not reinvested within the amount of: later to occur of (ax) any liabilities six (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to 6) months of the date of such balance sheet, such liabilities that would have been shown on commitment and (y) the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date end of such balance sheetone-year period, as determined by the CompanyBorrower shall offer to repay the Obligations in accordance with this Section 2.8(c)(i) of in accordance with the Company or any procedures outlined above without giving further effect to such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof reinvestment right (to the extent that the Lenders have accepted the offer of the cash receivedprepayment); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),

Asset Sales. The Company shall notNeither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will Holdings or the Borrower permit any Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other than issuing directors’ qualifying shares and other than issuing Equity Interests to the Borrower or another Restricted Subsidiary), except: (a) sales, transfers, leases and other dispositions of (i) inventory, (ii) used, obsolete or surplus equipment, (iii) property no longer used or useful in the conduct of the business of the Borrower and the Restricted Subsidiaries (including intellectual property), (iv) immaterial assets and (v) cash and Permitted Investments, in each case in the ordinary course of business; (b) sales, transfers, leases and other dispositions to the Borrower or a Restricted Subsidiary; provided that any such sales, transfers, leases or other dispositions involving a Restricted Subsidiary that is not a Loan Party shall, to the extent applicable, be made in compliance with Sections 6.04 and 6.09; (c) sales, transfers and other dispositions of accounts receivable in connection with the compromise, settlement or collection thereof not as part of any accounts 106 [[0000000]] receivables financing transaction; (d) (i) sales, transfers, leases and other dispositions of assets to the extent that such assets constitute an investment permitted by clause (i), (k) or (m) of Section 6.04 or another asset received as consideration for the disposition of any asset permitted by this Section (in each case, other than Equity Interests in a Restricted Subsidiary, unless all Equity Interests in such Restricted Subsidiary (other than directors’ qualifying shares) are sold) and (ii) sales, transfers, and shall other dispositions of the Equity Interests of a Restricted Subsidiary by the Borrower or a Restricted Subsidiary to the extent such sale, transfer or other disposition would be permissible as an investment in a Restricted Subsidiary permitted by Section 6.04(d) or (r); (e) leases or subleases entered into in the ordinary course of business, to the extent that they do not permit materially interfere with the business of Holdings, the Borrower or any Restricted Subsidiary; (f) licenses or sublicenses of intellectual property in the ordinary course of business, to the extent that they do not materially interfere with the business of Holdings, the Borrower or any Restricted Subsidiary; (g) dispositions resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any asset of any of its Holdings, the Borrower or any Restricted Subsidiaries toSubsidiary; (h) dispositions of assets to the extent that (i) such assets are exchanged for credit against the purchase price of similar replacement assets or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement assets; (i) dispositions permitted by Section 6.08; (j) sales, consummate an Asset Sale unless transfers, leases and other dispositions of assets that are not permitted by any other clause of this Section; provided that (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the aggregate fair market value of the all assets sold sold, transferred, leased or otherwise disposed of in reliance upon this clause (j) shall not exceed (A) in any fiscal year, $5,000,000 and (B) during the term of this Agreement, $10,000,000 and (ii) no Event of Default has occurred and is continuing or would result therefrom; and (k) sales, transfers or other dispositions of accounts receivable in connection with the factoring on a non-recourse basis of such accounts receivable; provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by clause (b)) shall be made for fair value (as determined in good faith by the CompanyBorrower); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company , and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received from all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by clause (b), (d), (g) or (h)) since the Company or the Restricted SubsidiaryRestatement Effective Date, as the case may beon a cumulative basis, from such Asset Sale shall be is in the form of cash or Cash Equivalentscash equivalents; provided further that (i) any consideration in the form of Permitted Investments that are disposed of for cash consideration within 30 Business Days after such sale, transfer or other disposition shall be deemed to be cash consideration in an amount equal to the amount of: of such cash consideration for purposes of this proviso, (aii) any liabilities (as shown on the CompanyBorrower’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto, or if incurred or accrued subsequent to ) of the date of such balance sheet, such liabilities that would have been shown on the Company’s Borrower or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),terms

Asset Sales. The Company Blount International shall not, and shall not permit any perxxx xxy of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company Blount International (or the applicable Restricted SubsidiarySubsidiary xx Xxxunt International, as the case may be, ) receives consideration xxxxxxeration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company)of; (ii) solely with respect the fair market value is determined by the Board of Directors of Blount International and evidenced by a resolution xx xhat Board of Directors set forth in an Officers' Certificate delivered to any the Trustee in the event such Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive involves aggregate consideration in excess of $50.0 20,000,000 million, ; and (iii) at least 75% of the consideration therefor received by the Company Blount International or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary xx Xxount International is in the form of cash or Cash Equivalents; provided that Xxxxxxlents or Marketable Securities. For purposes of this provision, each of the amount offollowing shall be deemed to be cash: (aA) any liabilities of Blount International (or the Restricted Subsidiary xx Xxxunt International, as the case may be), as shown on the Company’s or such Restricted Subsidiary’s xx xts most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any Guarantee) that are assumed by the transferee of any such assetsthe assets pursuant to a customary novation agreement that releases the transferor from further liability; (bB) any securities, notes or other obligations received by from the Company or any such Restricted Subsidiary from such transferee that are within 90 days converted by Blount International or the Company or such Restricted Subsidiary Subsixxxxx of Blount International into cash within 180 days of the receipt thereof (to the extent of the cash receivedthxx xxsh); and (cC) any Designated Non-cash Noncash Consideration received by the Company Blount International or any of its Restricted Subsidiaries Subsidxxxxxx in such the Asset Sale having an Sale; provided that the aggregate fair market valuevalue (as determined above) of the Designated Noncash Consideration, taken together with the fair market value at the time of receipt of all other Designated Non-cash Noncash Consideration received pursuant to this clause (cC) after December 14, 2010 that less the amount of Net Proceeds previously realized in cash from prior Designated Noncash Consideration is at that time outstanding, not to exceed the greater of $150 million and 5less than 10% of Total Assets at the time of the receipt of such the Designated Non-cash Noncash Consideration (with the fair market value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value); and (D) Additional Assets received in an exchange of assets transaction. Within 18 calendar months after the receipt by Blount International or a Restricted Subsidiary of Xxxxxx International of any Net Proceeds from an Axxxx Xale, shall, in each of (a)the Company or Blount International may apply those Net Proceeds at xxx xption, (bi) to repay Senior Debt, including Indebtedness under the New Credit Facilities and the 1998 Indenture, and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce the lenders' commitments with respect thereto; (cii) aboveto acquire all or substantially all of the assets or a majority of the Voting Stock of another company that is engaged in a Permitted Business; (iii) to make a capital expenditure in a Permitted Business; or (iv) to acquire Additional Assets; provided that Blount International will have complied with this clxxxx (iv) if, within 18 calendar months of the Asset Sale, Blount International has entered into an agreemexx xxxering the acquisition which is thereafter completed within 180 days after the date of the agreement. Pending the final application of any such Net Proceeds, the Company or Blount International may temporarily reduce revolxxxx xredit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall be deemed to constitute "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Company shall make an offer to all Holders of Notes, as well as all holders of other Indebtedness that is pari passu with the Notes and that has the benefit of provisions requiring the Company to make a similar offer (an "Asset Sale Offer"), to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be cash for the purposes of this provision or for purposes purchased out of the second paragraph Excess Proceeds. The offer price will be equal to 100% of this Section 4.10; the principal amount of Notes and (iii) upon other Indebtedness to be purchased or the lesser amount required under agreements governing such other Indebtedness, plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase. Blount International or the Company may use any Excexx Xxxceeds remaining after consummation of an Asset SaleSale Offer for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Company shall apply, or cause such Restricted Subsidiary select the Notes and other pari passu Indebtedness to applybe purchased on a pro rata basis based on the principal amount of Notes and other pari passu Indebtedness so tendered. Upon completion of each Asset Sale Offer, the Net Cash amount of Excess Proceeds relating shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and all other applicable securities laws and regulations in connection with each purchase of Notes pursuant to such an Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in Offer. If the case provisions of any such Indebtedness securities laws or regulations conflict with this Section 4.10, the Company will comply with the applicable securities laws and regulations and by so doing will not be deemed to have breached its obligations under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),this Section 4.10.

Asset Sales. The Company shall Borrower will not, and shall will not permit any of its Restricted the Subsidiaries to, consummate an Asset Sale unless (i) sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Company or Borrower permit any of the applicable Restricted Subsidiaries to issue any additional Equity Interest in such Subsidiary, as except: sales of inventory, used or surplus equipment and Permitted Investments in the case may beordinary course of business and the periodic clearance of aged inventory; sales, receives consideration at the time of such Asset Sale at least equal transfers and dispositions to the fair market value of the assets sold Borrower or otherwise disposed of (as determined in good faith by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted a Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securitiessales, notes transfers or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of dispositions involving a Restricted Subsidiary that is not a Guarantor andLoan Party shall be made in compliance with Section 6.09; the Borrower and the Subsidiaries may sell, without recourse (other than Standard Securitization Undertakings and retained interests), Receivables to a Receivables Subsidiary, and any Receivables Subsidiary may sell Receivables and Related Property or an undivided interest therein to any other Person, pursuant to any Permitted Receivables Financing, and convert or exchange Receivables and Related Property into or for notes receivable in connection with the case compromise or collection thereof; and sales, transfers and other dispositions of assets (other than Equity Interests in a Subsidiary) that are not permitted by any such Indebtedness under other clause of this Section, provided that the aggregate fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (d) shall not exceed $3,000,000 during any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless fiscal year of the fact Borrower; provided that no prepayment is required in order to do so all sales, transfers, leases and other dispositions permitted hereby (in which case no prepayment should other than those permitted by clause (b) above) shall be required)),made for fair value and for consideration of at least 80% cash or cash equivalents.

Asset Sales. The Company shall notSubject to the Intercreditor Agreements, the 2017 Notes Indenture (in effect on the date hereofThird Amendment Effective Date) and shall not permit the Existing ABL Credit Agreement (in effect on the date hereof) and subject to each of the terms and conditions of this Section 2.4(d)(ii)(2), on the date of receipt by Borrower or any of its Restricted Subsidiaries toof Net Cash Proceeds from any Asset Sale, consummate Borrower shall make an Offer to Prepay and each Lender will have the right to require Borrower to prepay the outstanding principal amount of the Loans owing to such Lender together with any accrued and unpaid interest to but not including the Prepayment Date pursuant to an Offer to Prepay, in an amount equal to the Net Cash Proceeds received from such Asset Sale unless Sale. Subject to Section 2.4(e)(ii) below, on the Prepayment Date, Borrower shall, to the extent lawful, (iA) prepay the Company Loans (or the applicable Restricted Subsidiaryportion thereof), together with any accrued and unpaid interest of each Lender that has accepted the Offer for Prepayment, and (B) otherwise comply with Section 2.4(e); provided, Borrower or any of its Subsidiaries, may, within 365 days after receipt of such Net Cash Proceeds, apply such Net Cash Proceeds to an Investment permitted under this Agreement in (a) any one or more businesses (provided that such Investment in any business is in the form of the acquisition of capital Stock and results in Borrower or any of its Subsidiaries, as the case may be, receives consideration at owning an amount of the time capital Stock of such Asset Sale at least equal to the fair market value business such that it constitutes a Subsidiary of the assets sold or otherwise disposed of (as determined in good faith by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 millionBorrower, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securitiesproperties, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company capital expenditures or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all (d) other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shallassets that, in each of (a), (b), (c) and (d), replace the businesses, properties and assets that are the subject of such Asset Sale or are used or useful in 237 1021245.081077953.04A-CHISR02A - MSW the Permitted Business (clauses (a), (b), (c) aboveand (d) together, the “Additional Assets”); provided further that to the extent that the assets that were subject to the Asset Sale constituted ABL Priority Collateral (as defined in the ABL-Notes Intercreditor Agreement), such Additional Assets shall also constitute ABL Priority Collateral (and Borrower or its Subsidiaries, as the case may be, shall promptly take such action (if any) as may be deemed required to cause that portion of such Investment constituting ABL Priority Collateral to be cash for added to the purposes of this provision or for ABL Priority Collateral securing the Obligations. For purposes of the second paragraph foregoing and determining whether assets subject to an Asset Sale constitute ABL Priority Collateral, the sale or other disposition of Stock of a Person shall be treated as a sale or other disposition of assets of such Person and assets sold shall be allocated between Notes Priority Collateral and ABL Priority Collateral (as each such term is defined in the ABL-Notes Intercreditor Agreement) in accordance with Section 3.5(c) of the ABL-Notes Intercreditor Agreement, as if the allocation therein would apply to such Asset Sale. Pursuant to the first proviso of this Section 4.10; and subclause (iii) upon the consummation 2), a binding commitment shall be treated as a permitted application of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating from the date of such commitment so long as Borrower or any of its Subsidiaries enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment; provided, that if such commitment is later terminated or cancelled prior to the application of such Net Cash Proceeds, then such Net Cash Proceeds shall constitute Excess Proceeds. Any Net Cash Proceeds from the Asset Sales covered by this subclause (2) that are not invested or applied as provided and within the time period set forth above will be deemed to constitute “Excess Proceeds” and within 15 business days after the aggregate amount of Excess Proceeds exceeds $5,000,000, Borrower shall make an Offer to Prepay an amount equal to the Excess Proceeds. To the extent that the aggregate amount of Loans that are accepted for prepayment pursuant to an Offer to Prepay is less than the Excess Proceeds, Borrower may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Agreement. Upon completion of any such Asset Sale within 545 days Offer, the amount of receipt thereof either (A) to prepay Excess Proceeds shall 238 1021245.081077953.04A-CHISR02A - MSW be reset at zero. After Borrower or any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in its Subsidiaries has applied the case Net Cash Proceeds from any Asset Sale of any Collateral as provided in, and within the time periods required by, this clause (2), Borrower may use the balance of such Indebtedness under Net Cash Proceeds, if any, from such Asset Sale of Collateral for any revolving credit facility, effect a corresponding reduction in purpose not prohibited by the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless terms of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),this Agreement.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) Not later than fifteen (15) Business Days following the receipt of any Net Cash Proceeds of any Disposition of any Property of any Credit Party (except for Dispositions of the type described in Section 3.14(c) and other than with respect to the sale of all or any portion of the Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, MN 56156) now owned or hereafter acquired, the Company shall make a written offer to the Holders (by delivering such offer to the Collateral Trustee who shall at the expense of the Company (x) promptly deliver such offer to each Holder and (y) thereafter notify the Company when the Collateral Trustee has delivered such notice to the Holders) to apply 100% of such Net Cash Proceeds to redeem the Obligations, if any are then outstanding, in accordance with Section 3.14(e) and Section 3.14(f) below, and each Holder shall have thirty (30) days after it receives such written offer from the Company (or the applicable Restricted SubsidiaryCollateral Trustee, as the case may be, receives consideration at the time applicable) to determine whether to accept its Pro Rata Share of such Asset Sale at least equal redemption offer (failure to respond within such thirty (30) day period shall be construed as acceptance of such redemption offer by such Holder); provided that no such redemption (or offer to redeem the Obligations) shall be required under this Section 3.14(a) with respect to (A) the Disposition of Property that constitutes a Casualty Event, (B) Dispositions for fair market value of the assets sold or otherwise disposed of resulting in no more than $100,000 in Net Cash Proceeds in any Disposition (as determined in good faith by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales Dispositions) to the extent that the aggregate Net Cash Proceeds from all of such Dispositions does not exceed $200,000 per year, (C) any Disposition to the extent no Obligations are then outstanding on the date of receipt of such Net Cash Proceeds, (D) Dispositions permitted by Sections 4.32(b) other than Sections 4.32(b)(vi) and 4.32(b)(xxiv) (other than in regards to joint ventures that constitute Unrestricted Subsidiaries) (for which the avoidance of doubt, clauses (B) and (C) of this sentence shall not include any Disposition involving the Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, MN 56156), or (E) a Fundamental Change that constitutes a Disposition; and provided further that other than with respect to the sale of all or any portion of the Property located at 000 Xxxxx Xxxxxx Xxx, Xxxxxxx, MN 56156, so long as no Default or Event of Default shall have occurred and be continuing or arise therefrom, the Company shall have the option upon written notice stating its intention to the Collateral Trustee and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received Holders (or by filing materials with the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on Commission stating the Company’s intention and contemporaneously delivering such materials to the Collateral Trustee and the Holders) within fifteen (15) Business Days of receipt of Net Cash Proceeds from any Disposition, directly or through one or more Credit Party, to invest or commit to invest such Restricted Subsidiary’s most recent balance sheet or Net Cash Proceeds in an amount such that the aggregate amount of all Net Cash Proceeds from any Disposition reinvested as described below pursuant to this proviso (and not applied to the Obligations pursuant to this Section 3.14(a)) shall not exceed an amount equal to $20,000,000 in the footnotes theretoaggregate through the Maturity Date, within one (1) year of receipt thereof to the costs and replacement of the properties or assets that are the subject of such Disposition or the cost of purchase or construction of other assets useful in the business of the Credit Parties or of the general type used in the business of the Credit Parties, in each case, to the extent that the replacement properties and assets and/or such other assets so purchased or constructed constitute Collateral subject to the Lien granted pursuant to the Security Documents in favor of the Collateral Trustee, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 4.17, 4.20, 4.21, and 4.41, including through Acquisitions permitted hereunder provided that if incurred or accrued subsequent any amount is so committed to be reinvested within such one-year period, but is not reinvested within the later to occur of (x) six (6) months of the date of such balance sheet, such liabilities that would have been shown on commitment and (y) the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date end of such balance sheetone-year period, as determined by the Company) of the Company or any shall offer to redeem the Obligations in accordance with this Section 3.14(a) in accordance with the procedures outlined above without giving further effect to such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof reinvestment right (to the extent of that the cash receivedHolders have accepted the redemption offer); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless : (i) sell, lease, convey or otherwise dispose of any assets or rights, other than sales or returns of inventory in the ordinary course of business (provided that the sale, lease, conveyance or other distribution of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole shall be governed by the provisions of Sections 4.13 and 5.01 hereof), or (ii) issue or sell Equity Interests in any of its Restricted Subsidiaries, in the case of either clause (i) or (ii) above, whether in a single transaction or a series of related transactions (each of the foregoing, an “Asset Sale”), unless (x) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (as determined in good faith by the Company); y) either (ii1) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received therefor by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash EquivalentsEquivalents or (2) the fair market value of the aggregate of all consideration other than cash or Cash Equivalents for all Asset Sales since the date of this Indenture would not exceed 10% of Total Tangible Assets after giving effect to such Asset Sale; provided that this 75% limitation shall not apply to any Asset Sale in which the after-tax cash or Cash Equivalents portion of the consideration received is equal or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the 75% limitation; provided, however, that the amount of: (aA) any liabilities (as of the type shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any guarantee thereof) that are assumed by the transferee of any such assets; (bB) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are delivered within 20 days of the sale, subject to ordinary settlement periods, that are within 90 days of receipt converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof or Cash Equivalents (to the extent of the cash receivedor Cash Equivalents received in that conversion); (C) accounts receivable of a business retained by the Company or such Restricted Subsidiary, as the case may be, following the sale of such business, provided that such accounts receivable are (i) not past due more than 90 days and (cii) not invoiced with a payment due date greater than 120 days from the date of the invoice creating such accounts receivable; (D) any Designated Nonpayment of secured debt secured by the assets sold in the Asset Sale; (E) long-term assets that are used or useful in a Permitted Business and (F) the Capital Stock of any Person engaged in a Permitted Business if, in connection with the receipt by the Company or any Restricted Subsidiary of the Company of such Capital Stock (i) such Person becomes a Restricted Subsidiary of the Company or (ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or any Restricted Subsidiary of the Company, shall be deemed to be cash Consideration for purposes of this provision. Notwithstanding the preceding, the following shall not be deemed to be an Asset Sale: (i) a transfer of assets between or among the Company and its Subsidiaries; (ii) an issuance of Equity Interests by a Subsidiary to the Company or to another Subsidiary; (iii) the sale or lease of equipment (and the related leasing or licensing of technology), inventory, accounts receivable or other assets in the ordinary course of business including dispositions of assets that are obsolete or no longer useful in the business; (iv) the sale or other disposition of cash or Cash Equivalents; (v) sales of accounts receivable or inventory and related assets of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Subsidiary for the fair market value thereof, including cash in an amount at least equal to 75% of the book value thereof as determined in accordance with GAAP, it being understood that, for the purposes of this clause (v), notes received in exchange for the transfer of accounts receivable or inventory and related assets will be deemed cash if the Receivables Subsidiary or other payor is required to repay said notes as soon as practicable from available cash collections less amounts required to be established as reserves pursuant to contractual agreements with entities that are not Affiliates of the Company entered into as part of a Qualified Receivables Transaction; (vi) transfers of accounts receivable or inventory and related assets of the type specified in the definition of “Qualified Receivables Transaction” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction; (vii) a Restricted Payment or Permitted Investment that is permitted by Section 4.07 hereof; (viii) the creation of Liens otherwise permitted by this Indenture, including, without limitation, a pledge of assets otherwise permitted by this Indenture; (ix) the exchange of assets held by the Company or any of its Restricted Subsidiaries for assets held by any Person or entity; provided that (A) the assets received by the Company or such Restricted Subsidiary in any such Asset Sale having an exchange will immediately constitute, be part of, or be used by the Company or such Restricted Subsidiary in a Permitted Business and (B) any such assets received are of comparable fair market value to the assets exchanged as determined in good faith by the Company’s Board of Directors; (x) the sale or other disposition of distribution centers, warehouse facilities or administrative facilities, and related assets, that are sold or otherwise disposed of as part of the Consolidation Program; and (xi) the sale, transfer or other disposition of assets not described in the foregoing clauses (i) through (x) (including any sale and leaseback transaction) the aggregate fair market valuevalue of which assets, when taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of all other assets sold, transferred or otherwise disposed of in reliance on this clause (xi) (in each item case measured on the date of Designated Non-cash Consideration being measured at the time received such sale, transfer or disposition and without giving effect to subsequent changes in value), shalldoes not exceed 20% of Total Tangible Assets as of the end of the most recent quarter ended prior to the date of such sale, in transfer or other disposition; provided that (A) each of such sale, transfer or other disposition complies with clauses (a), (bx) and (cy) aboveof this paragraph of this covenant as if such sale, transfer or other disposition were an Asset Sale and (B) for purposes of determining whether any such sale, transfer or other disposition complies with clause (y) of this covenant pursuant to the foregoing clause (A) of this proviso, any retained Equity Interests in any Subsidiary in which any Equity Interests have been sold, transferred or otherwise disposed of shall be deemed to be non-cash for consideration received in respect of such sale, transfer or other disposition. Within 365 days after the purposes receipt of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an any Net Proceeds from any Asset Sale, the Company (or such Subsidiary) may apply the Net Proceeds from such Asset Sale, at its option, to one or more of the following (a) to repay, prepay, repurchase or otherwise discharge Indebtedness under a Credit Facility; (b) to acquire (or enter into a binding agreement to acquire, provided that such commitment shall applybe subject only to customary conditions (other than financing) and such acquisition shall be consummated within 180 days after the end of such 365-day period) all or substantially all of the assets of, or cause a majority of the Voting Stock of, another Permitted Business; (c) to make a capital expenditure or (d) to acquire (or enter into a binding agreement to acquire, provided that such Restricted Subsidiary commitment shall be subject only to applycustomary conditions (other than financing) and such acquisition shall be consummated within 180 days after the end of such 365-day period) other long-term assets that are used or useful in a Permitted Business or to permanently reduce borrowings and commitments under Indebtedness permitted to be incurred pursuant to clause (a) of the third paragraph of Section 4.09 hereof. Pending the final application of any such Net Proceeds, the Company (or such Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay in any Secured Debt or Indebtedness of a Restricted Subsidiary manner that is not a Guarantor andprohibited by this Indenture. 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.” Within five days of each date on which the aggregate amount of Excess Proceeds exceeds $50.0 million, the Company shall commence an Asset Sale Offer pursuant to Section 3.09 hereof to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the case procedures set forth in Section 3.09 hereof. To the extent that the aggregate amount of any such Indebtedness under any revolving credit facilityNotes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, effect a corresponding reduction in the availability under such revolving credit facility Company (or effect a permanent reduction in such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by this Indenture. Upon completion of such offer to purchase, the availability under such revolving credit facility regardless amount of the fact that no prepayment is required in order Excess Proceeds will be deemed to do so (in which case no prepayment should be required)),reset at zero.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate an any Asset Sale unless (i) no Default exists or is continuing immediately prior to and after giving effect to the Asset Sale, and (ii) the Company or the applicable such Restricted Subsidiary, as the case may be, Subsidiary receives (A) consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets sold included in such Asset Sale, except that in the case of an Asset Sale of any Sale Property or otherwise disposed Surplus Property, the Company or such Restricted Subsidiary must receive consideration at least equal to 80% of the Appraised Value of the assets in such Asset Sale, (B) in the case of a lease of assets that constitutes an Asset Sale, a lease providing for rents or other consideration which are no less favorable to the Company or the Restricted Subsidiary than the prevailing market conditions as determined in good faith by a majority of the Company); members of the Board of Directors and (iiC) solely with respect to any in the case of an Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 millionCollateral (other than Oxford Stock), at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, proceeds from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) . If at any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or time any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations non-cash consideration received by the Company or any such Restricted Subsidiary from of the Company, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such transferee non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and, except as provided in Section 3.08, the Net Available Proceeds thereof shall be applied in accordance with this Section 4.10. If such Asset Sale is a sale of Collateral, then the Net Available Proceeds shall be applied in accordance with Section 3.08. If the Company or any Restricted Subsidiary engages in an Asset Sale in respect of any asset that are converted by is not Collateral or the proceeds or profits therefrom, except as provided in Section 3.08, the Company or such Restricted Subsidiary into cash within 180 shall, no later than 360 days following the consummation thereof, apply all or any of the receipt thereof Net Available Proceeds therefrom to: (to 1) make payments under the extent New Credit Agreement or redeem any other Senior Indebtedness; provided, however, that such payments or redemption result in a permanent reduction in commitments thereunder; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) invest all or any part of the cash received); and (c) any Designated Non-cash Consideration received Net Available Proceeds thereof in the purchase of assets to be used by the Company or any of its Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at Permitted Business or 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation purchase of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of entity engaged in a Permitted Business that becomes a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),Subsidiary.

Asset Sales. The (a) Parent and the Company shall will not, and shall will not permit any of its their Restricted Subsidiaries to, consummate con- summate an Asset Sale unless unless: (i1) the Company or the applicable Restricted SubsidiaryParent, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from receives considera- tion (including, by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of the Asset Sale at least equal to the Fair Market Value (measured as of the date of the definitive agreement with respect to such Asset Sale) of the assets or Equity Interests is- sued or sold or otherwise disposed of; and (2) except in the case of a Permitted Asset Swap, at least 75% of the consideration received in the Asset Sale shall be (including, by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) by Parent, the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents; provided that . For purposes of this Section 4.10(a)(2), each of the amount offollowing will be deemed to be cash: (aA) any liabilities (other than liabilities that are by their terms subordinated to the Notes or any Note Guarantee), contingent or otherwise of Parent, the Company or such Restricted Subsidiary (as shown on Parent’s, the Company’s or such Restricted Subsidiary’s most recent con- solidated balance sheet or in the footnotes theretonotes thereto or, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown reflected on Parent’s, the Company’s or such Restricted Subsidiary’s balance sheet or in the footnotes notes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined by sheet in the good faith determination of the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated extinguished in connection with the transactions relating to the Notes) that such Asset Sale or are assumed by the transferee of any such assetsassets pursuant to a customary novation or indemnity agreement that releases Parent, the Company or such Restricted Subsidiary from or indemnifies against further liability; (bB) any securities, notes or other obligations received by Parent, the Company or any such Restricted Subsidiary from such transferee that are are, within 180 days, converted by Parent, the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (or Cash Equivalents, to the extent of the cash received)or Cash Equivalents received in that conversion; and (cC) any Designated Non-cash Consideration received by Parent, the Company or any of its such Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value, taken together to- gether with all other Designated Non-cash Consideration received pursuant to this clause (cSection 4.10(a)(2)(C) after December 14, 2010 that is at that time outstanding, not to exceed the greater of (x) $150 300.0 million and 5(y) 3.00% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value 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), shall, in each of (a), . (b) and (c) above, be deemed to be cash for Within 365 days after the purposes receipt of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of any Net Proceeds from an Asset Sale, Parent, the Company shall applyCompany, or cause the applicable Restricted Subsidiary, as the case may be, may apply an amount equal to such Restricted Subsidiary Net Proceeds: (1) to applythe extent such Net Proceeds are from an Asset Sale of Fixed Asset Priority Collateral, to repay either, (i) Obligations under the Term Loan Credit Agreement, (ii) Obligations under 2026 Secured -76- Notes, (iii) Obligations under the Notes or (iv) First Lien Obligations (other than the Notes, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor 2026 Se- cured Notes and the Term Loan Credit Agreement), and, if the Indebtedness being repaid is revolving credit Indebtedness, to correspondingly permanently reduce commitments with respect thereto; provided that in the case of any repayment pursuant to clause (iv), the Company shall make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase a pro rata (together with any First Lien Obligations repaid pursuant to clause (iv) and, if applicable, any Obligations under the Term Loan Credit Agreement and the 2026 Secured Notes repaid with such Net Proceeds) principal amount of the Notes at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to but not including the date of repayment; (2) to the extent such Net Proceeds are from an Asset Sale of ABL Priority Collateral, to re- pay either (i) Obligations under the ABL Credit Agreement, (ii) Obligations under the Term Loan Credit Agreement, (iii) Obligations under the 2026 Secured Notes, (iv) Obligations under the 2026 Secured Notes or (v) First Lien Obligations (other than the Notes, the 2026 Secured Notes and the Term Loan Credit Agreement), and, if the Indebtedness being repaid is revolving credit Indebtedness (other than Indebtedness with respect to any asset-based credit facility), to correspondingly permanently reduce commitments with respect thereto; provided that in the case of any repayment pursuant to clause (v), the Company shall make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to pur- chase a pro rata (together with any First Lien Obligations repaid (and in the case of revolving obligations (other than Indebtedness with respect to any asset-based credit facility), commitments with respect thereto correspondingly reduced) pursuant to clause (v) and, if applicable, any Obligations under the Term Loan Credit Agreement and the 2026 Secured Notes repaid with such Net Proceeds) principal amount of the Notes at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to but not including the date of repayment; (3) if the assets that are the subject of such Asset Sale do not constitute Collateral, to repay either (i) Obligations under the Term Loan Credit Agreement, (ii) Obligations under the 2026 Secured Notes, (iii) Obligations under the Notes or (iv) Obligations under any other Senior Indebtedness (and, if the Indebtedness being repaid is revolving credit facilityIndebtedness, effect a corresponding reduction to correspondingly permanently reduce com- mitments with respect thereto); provided that in the availability under such revolving credit facility case of any repayment pursuant to clause (or effect iv), the Com- pany shall make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase a permanent reduction pro rata (together with any Senior Indebtedness repaid (and in the availability case of revolving obligations, commitments with respect thereto correspondingly reduced) pursuant to clause (iv) and, if ap- plicable, any Obligations under the Term Loan Credit Agreement and the 2026 Secured Notes repaid with such revolving credit facility regardless Net Proceeds) principal amount of the fact Notes at 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to but not including the date of repayment; (4) to acquire all or substantially all of the assets of, or any Capital Stock of, a Permitted Business, if, after giving effect to any such acquisition, the Permitted Business is or becomes a Restricted Subsidiary of Parent or the Company and becomes a Guarantor of the Notes; (5) to maintain, develop, construct, improve, upgrade or repair assets useful in the business of Parent, the Company or the Restricted Subsidiaries; (6) to acquire other assets that no prepayment is are not classified as current assets under GAAP and that are used or useful in a Permitted Business; provided that, to the extent that such Net Proceeds are derived from an Asset Sale of Collateral, such other assets shall be added to the Collateral securing the Notes to the extent required by this Indenture or any of the Security Documents; (7) to reimburse the cost of any of the foregoing incurred on or after the date on which the Asset Sale giving rise to such proceeds was contractually committed; or (8) any combination of the foregoing. Parent and the Company will be deemed to have complied with the provisions set forth in order to do so clause (in which case no prepayment should be required4)),, (5) and (6) of this Section 4.10(b) if within 365 days after the Asset Sale that generated the Net Proceeds, Parent, the -77-

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate cause, make or suffer to exist an Asset Sale Sale, unless (ix) the Company Company, or the applicable its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company); ) of the assets sold or otherwise disposed of and (iiy) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company Company, or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: of (aA) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) ), that are assumed by the transferee of any such assets; , (bB) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); ) within 180 days following the closing of such Asset Sale and (cC) any Designated Non-cash Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (cC) after December 14, 2010 that is at that time outstanding, not to exceed the greater of (x) $150 50.0 million and 5or (y) 15% of Total Assets at the time of the receipt of such Designated Non-cash Noncash Consideration (with the fair market value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or and for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),other purpose.

Asset Sales. The Company shall notSubject to the Intercreditor Agreements, the Notes Indenture (in effect on the date hereof) and shall not permit the Existing ABL Credit Agreement (in effect on the date hereof) and subject to each of the terms and conditions of this Section 2.4(d)(ii)(2), on the date of receipt by Borrower or any of its Restricted Subsidiaries toof Net Cash Proceeds from any Asset Sale, consummate Borrower shall make an Offer to Prepay and each Lender will have the right to require Borrower to prepay the outstanding principal amount of the Loans owing to such Lender together with any accrued and unpaid interest to but not including the Prepayment Date pursuant to an Offer to Prepay, in an amount equal to the Net Cash Proceeds received from such Asset Sale unless Sale. Subject to Section 2.4(e)(ii) below, on the Prepayment Date, Borrower shall, to the extent lawful, (iA) prepay the Company Loans (or the applicable Restricted Subsidiaryportion thereof), together with any accrued and unpaid interest of each Lender that has accepted the Offer for Prepayment, and (B) otherwise comply with Section 2.4(e); provided, Borrower or any of its Subsidiaries, may, within 365 days after receipt of such Net Cash Proceeds, apply such Net Cash Proceeds to an Investment permitted under this Agreement in (a) any one or more businesses (provided that such Investment in any business is in the form of the acquisition of capital Stock and results in Borrower or any of its Subsidiaries, as the case may be, receives consideration at owning an amount of the time capital Stock of such Asset Sale at least equal to the fair market value business such that it constitutes a Subsidiary of the assets sold or otherwise disposed of (as determined in good faith by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 millionBorrower, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securitiesproperties, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company capital expenditures or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all (d) other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shallassets that, in each of (a), (b), (c) and (d), replace the businesses, properties and assets that are the subject of such Asset Sale or are used or useful in the Permitted Business (clauses (a), (b), (c) aboveand (d) together, the “Additional Assets”); provided further that to the extent that the assets that were subject to the Asset Sale constituted ABL Priority Collateral (as defined in the ABL-Notes Intercreditor Agreement), such Additional Assets shall also constitute ABL Priority Collateral (and Borrower or its Subsidiaries, as the case may be, shall promptly take such action (if any) as may be deemed required to cause that portion of such Investment constituting ABL Priority Collateral to be cash for added to the purposes of this provision or for ABL Priority Collateral securing the Obligations. For purposes of the second paragraph foregoing and determining whether assets subject to an Asset Sale constitute ABL Priority Collateral, the sale or other disposition of Stock of a Person shall be treated as a sale or other disposition of assets of such Person and assets sold shall be allocated between Notes Priority Collateral and ABL Priority Collateral (as each such term is defined in the ABL-Notes Intercreditor Agreement) in accordance with Section 3.5(c) of the ABL- Notes Intercreditor Agreement, as if the allocation therein would apply to such Asset Sale. Pursuant to the first proviso of this Section 4.10; and subclause (iii) upon the consummation 2), a binding commitment shall be treated as a permitted application of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating from the date of such commitment so long as Borrower or any of its Subsidiaries enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment; provided, that if such commitment is later terminated or cancelled prior to the application of such Net Cash Proceeds, then such Net Cash Proceeds shall constitute Excess Proceeds. Any Net Cash Proceeds from the Asset Sales covered by this subclause (2) that are not invested or applied as provided and within the time period set forth above will be deemed to constitute “Excess Proceeds” and within 15 business days after the aggregate amount of Excess Proceeds exceeds $5,000,000, Borrower shall make an Offer to Prepay an amount equal to the Excess Proceeds. To the extent that the aggregate amount of Loans that are accepted for prepayment pursuant to an Offer to Prepay is less than the Excess Proceeds, Borrower may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Agreement. Upon completion of any such Asset Sale within 545 days Offer, the amount of receipt thereof either (A) to prepay Excess Proceeds shall be reset at zero. After Borrower or any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in its Subsidiaries has applied the case Net Cash Proceeds from any Asset Sale of any Collateral as provided in, and within the time periods required by, this clause (2), Borrower may use the balance of such Indebtedness under Net Cash Proceeds, if any, from such Asset Sale of Collateral for any revolving credit facility, effect a corresponding reduction in purpose not prohibited by the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless terms of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),this Agreement.

Asset Sales. The Company Together with each delivery of financial statements pursuant to Section 5.01(a) or 5.01(b), the Obligor Representative shall notdeliver to the Administrative Agent a statement (a “Net Cash Proceeds Statement”) setting forth in reasonable detail the aggregate amount of Net Cash Proceeds received during the last fiscal quarter covered by such financial statements (the “Current Net Cash Proceeds”). If the aggregate amount of the Current Net Cash Proceeds when taken together with the Credit Agreement aggregate amount of Net Cash Proceeds received in prior fiscal quarters as to which a prepayment of the Indebtedness hereunder or the EDC Indebtedness has not yet been made under this paragraph (other than as a result of the proviso hereto or the requirement to only use 50% of Excess Disposition Proceeds to make prepayments) shall exceed $500,000,000 in the aggregate (such excess amount, and the “Excess Disposition Proceeds”) then, not later than five Business Days after the delivery of the applicable Net Cash Proceeds Statement (or if such Net Cash Proceeds Statement shall not permit any be delivered in conformity with the terms hereof, five Business Days after the date such Net Cash Proceeds Statement was required to be delivered), the Borrowers shall apply 50% of its Restricted Subsidiaries to, consummate an Asset Sale unless such Excess Disposition Proceeds towards the prepayment of (iA) the Company or Loans and the reduction of the Commitments as set forth in sub-clause (z) of this paragraph (and/or provide cover for LC Exposure as specified in Section 2.04(i)) and (B) the EDC Indebtedness (but only to the extent required under the EDC Credit Agreement), pro rata based on their respective outstanding principal amount of loans thereunder as of the end of the period covered by the applicable Restricted Subsidiaryfinancial statements (treating, for such purpose, as outstanding loans, the case may be, receives consideration at aggregate outstanding L/C Exposure and the time of such Asset Sale at least equal to the fair market value unused portion of the assets sold or otherwise disposed of (as determined in good faith by the CompanyCommitments); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: Borrowers shall not be required to make a prepayment under this sub-clause (ay) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of that (1) the cash received); and (c) any Designated Non-cash Consideration received by Obligor Representative states in the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the applicable Net Cash Proceeds relating Statement that all or any portion of such Net Cash Proceeds (or an equivalent amount) is to be reinvested (or has been reinvested) in any assets used or to be used by the Borrowers and their respective Subsidiaries in the same or similar or related line of business, and (2) such Net Cash Proceeds (or an equivalent amount) are or have been in fact so applied to such reinvestment within twelve months of the related Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),Recovery Event.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate cause, make or suffer to exist an Asset Sale Sale, unless (ix) the Company Company, or the applicable its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company); ) of the assets sold or otherwise disposed of and (iiy) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company Company, or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: of (aA) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) ), that are assumed by the transferee of any such assets; , (bB) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and ) within 180 days following the closing of such Asset Sale, (cC) any Designated Non-cash Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (cC) after December 14, 2010 that is at that time outstanding, not to exceed the greater of of: (x) $150 50.0 million and 5or (y) 7.5% of Total Assets at the time of the receipt of such Designated Non-cash Noncash Consideration (with the fair market value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) ; and (cD) above, any stock or assets of the kind referred to in clauses (ii) or (iii) of the following paragraph of this covenant shall be deemed to be cash Cash Equivalents for the purposes of this provision or and for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),other purpose.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors of the Company or such Subsidiary) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) 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 that the amount of (a) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability, and (b) any securities, notes or other obligations 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 Sale, shall be considered cash for purposes of this clause (ii). Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraph if (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or other property sold, issued or otherwise disposed of (as determined in good faith evidenced by a resolution of the Company); 's Board of Directors set forth in an Officers' Certificate delivered to the Trustee) and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from for such Asset Sale shall be constitutes a controlling interest in the form of a Permitted Business, long-term assets used or useful in a Permitted Business and/or cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s cash or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration Cash Equivalents received by the Company or any of its Restricted Subsidiaries in such connection with any Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant permitted to be consummated under this clause (c) after December 14, 2010 that is at that time outstanding, not paragraph shall constitute Net Proceeds subject to exceed the greater provisions of $150 million and 5% of Total Assets at the time next succeeding paragraph. Within 365 days 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of any Net Proceeds from an Asset Sale, the Company shall applymay apply such Net Proceeds, or cause such Restricted Subsidiary to applyat its option, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (Ai) to prepay any Secured repay Senior Debt or Indebtedness of under a Restricted Subsidiary that is not a Guarantor and, Credit Facility (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings), (ii) to the acquisition of a controlling interest in a Permitted Business, or (iii) to the making of a capital expenditure or the acquisition of other long-term assets used or useful in a Permitted Business. Pending the final application of any such Indebtedness under Net Proceeds, the Company may temporarily reduce Senior Debt or otherwise invest such Net Proceeds in any revolving credit facility, effect a corresponding reduction manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the availability under first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in this Indenture 38 46 with respect to offers to purchase or redeem such revolving credit facility other pari passu Indebtedness with the proceeds of sales of assets (or effect a permanent reduction in an "Asset Sale Offer") to purchase the availability under maximum principal amount of Notes and such revolving credit facility regardless other pari passu Indebtedness that may be purchased out of the fact Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in this Indenture and in such other pari passu Indebtedness. To the extent that no prepayment the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is required in order less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to do so (in which case no prepayment should be required)),purchased on a pro rata basis. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate engage in an Asset Sale unless (i) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by a resolution of the Company); Board of Directors of the Company set forth in an Officer's Certificate delivered to the Trustee, which determination shall be conclusive evidence of compliance with this provision) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: of (ax) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes theretosheet), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any guarantee thereof) that are assumed by the transferee of any such assets; assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (by) any securities, notes or other obligations non-cash consideration received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 30 days of the receipt thereof closing such Asset Sale, shall be deemed to be cash for purposes of this provision (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) . Within 360 days after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of any Net Proceeds from an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to applymay apply such Net Proceeds, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either at its option, (Aa) to prepay any Secured permanently reduce Senior Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, (and to correspondingly permanently reduce commitments with respect thereto in the case of revolving borrowings), or (b) to an investment in any one or more businesses, capital expenditures or acquisition of other assets, in each case, used or useful in a Permitted Business. Pending the final application of any such Indebtedness under Net Proceeds, the Company may temporarily reduce Senior Debt that is revolving debt or otherwise invest such Net Proceeds in any revolving credit facility, effect a corresponding reduction manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied as provided in the availability under first sentence of this paragraph will (after the expiration of the periods specified in this paragraph) be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company will be required to make an offer to all Holders of the Notes and, to the extent required by the terms thereof, to all holders or lenders of Pari Passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of the Notes and any such revolving credit facility (or effect a permanent reduction Pari Passu Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in the availability under such revolving credit facility regardless Indenture or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate principal amount of the fact that no prepayment Notes and Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is required less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of the Notes surrendered by Holders thereof and other Pari Passu Indebtedness surrendered by holders or lenders thereof, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the trustee or other lender representative for the Pari Passu Indebtedness shall select the Pari Passu Indebtedness to be purchased on a pro rata basis, based on the aggregate principal amount thereof surrendered in order to do so (in which case no prepayment should such Asset Sale Offer. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be required)),reset at zero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate directly or indirectly, engage in an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers' Certificate delivered to the Trustee) of the assets or Properties issued or sold or otherwise disposed of (as determined in good faith by the Company); and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 7585% of the consideration therefor received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of: -------- of (ax) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are Subordinated Indebtedness or otherwise by their terms subordinated to the NotesSecurities or the Subsidiary Guarantees) that are assumed by the transferee of any such assets; assets pursuant to a customary novation agreement that releases the Company or such Subsidiary from further liability and (by) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof closing such Asset Sale (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or for purposes provision. Within 180 days after the receipt of the second paragraph of this Section 4.10; and (iii) upon the consummation of an any Net Cash Proceeds from any Asset Sale, the Company shall apply, may (i) apply all or cause such Restricted Subsidiary to apply, any of the Net Cash Proceeds relating therefrom to repay Indebtedness (other than Subordinated Indebtedness) of the Company or any Subsidiary, provided, in each case, that the related loan commitment of any revolving credit facility or other borrowing (if any) is thereby permanently reduced by the amount of such Indebtedness so repaid, or (ii) invest all or any part of the Net Cash Proceeds thereof in properties and other capital assets that replace the properties or other capital assets that were the subject of such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary in other properties or other capital assets that is not a Guarantor and, will be used in the case Business. Pending the final application of any such Indebtedness Net Cash Proceeds, the Company may temporarily reduce borrowings under any revolving credit facility, effect a corresponding reduction facility or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by this Indenture. Any Net Cash Proceeds from an Asset Sale that are not applied or invested as provided in the availability under such revolving credit facility (first sentence of this paragraph will be deemed to constitute "Available Proceeds Amount." When ------------------------- the aggregate Available Proceeds Amount exceeds $2,500,000, the Company shall make an offer to purchase, from all Holders of the Securities and any then outstanding Pari Passu Indebtedness required to be repurchased or effect repaid on a permanent reduction basis in the availability under connection with an Asset Sale, an aggregate principal amount of Securities and any such revolving credit facility regardless of the fact that no prepayment is required in order Pari Passu Indebtedness equal to do so (in which case no prepayment should be required)),such Available Proceeds Amount as follows:

Asset Sales. The Company shall notSell, and shall not permit transfer, lease or otherwise dispose of the stock, operations, or business assets of (a) the Borrower or any of its Restricted Subsidiaries toin an amount that, consummate an Asset Sale unless individually or in the aggregate, equals or exceeds the sum of (i) 35% of the Company or consolidated assets of the applicable Restricted SubsidiaryBorrower and its Subsidiaries as of December 31, as 2011, plus (ii) the case may be, receives consideration outstanding and unpaid balance of the term loan made pursuant to the Term Loan Agreement at the time of such Asset Sale at least equal to sale, transfer, lease or other disposition, or (b) an Insurance Subsidiary if the fair market value statutory surplus of such Insurance Subsidiary equals or exceeds (i) 35% of the assets sold consolidated or otherwise disposed combined statutory surplus of (all Insurance Subsidiaries of the Borrower as determined in good faith by the Company); of December 31, 2011, plus (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company outstanding and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% unpaid balance of the consideration received by term loan made pursuant to the Company Term Loan Agreement at the time of such sale, transfer, lease or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalentsother disposition; provided that the amount of: 35% contained in clauses (aa)(i) and (b)(i) above shall be increased to 50% if, within three (3) Business Days of the actual receipt of the Net Cash Proceeds from any liabilities (as shown on sale, transfer, lease or other disposition of the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes theretostock, operations, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) business assets of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company Borrower or any of its Restricted Subsidiaries Subsidiaries, the Borrower applies such Net Cash Proceeds for the following purposes and in such Asset Sale having an aggregate fair market valuethe following order of priority: first, taken together with all other Designated Non-cash Consideration received pursuant to make any prepayment required by Section 7.04 of the Term Loan Agreement, second, to reduce the amount of the Committed Loan Sublimit (without reduction of the Aggregate Commitments), and third, to reduce the Aggregate Commitments. If, as a result of this clause (c) after December 14Section 7.04, 2010 that is at that time outstanding, not to the Outstanding Amount of Committed Loans exceeds the Committed Loan Sublimit or the Total Outstandings exceed the greater of $150 million and 5% of Total Assets at Aggregate Commitments, then the time of Borrower shall prepay or Cash Collateralize such excess in accordance with Section 2.05(c). Notwithstanding 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)foregoing, shallany sale, transfer, lease or other disposition by any Insurance Subsidiary, in each of (a)which the Net Cash Proceeds, (b) and (c) aboveif any, thereof are retained by such Insurance Subsidiary, shall not be deemed to be cash a sale, transfer, lease or other disposition for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),7.04.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, to consummate an Asset Sale Sale, unless (i) the Company (or the applicable Restricted Subsidiary, Subsidiary as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (as conclusively determined by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company); and (ii) solely with respect to any Asset Sale or series except in the case of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess a sale of $50.0 millionSpecified Assets, at least 7580% of the consideration therefor received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalentscash; provided PROVIDED, HOWEVER, that for purposes of this provision, (x) the amount of: of (aA) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes notes thereto), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than than, in the case of an Asset Sale by the Company, liabilities that are by their terms subordinated to the NotesSecurities) that are assumed by the transferee of any such assets; assets and (bB) any securities, notes securities or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are immediately converted by the Company or such Restricted Subsidiary into cash (or 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 within 180 90 days of the receipt thereof consummation of such Asset Sale and which are thereafter actually converted into cash within such 90-day period) shall be deemed to be cash (but shall not be deemed to the extent be Net Proceeds for purposes of the cash receivedfollowing provisions until reduced to cash); and (cy) the fair market value of any Designated Non-cash Cash Consideration received by the Company or a Subsidiary in any of its Restricted Subsidiaries in such Asset Sale having an shall be deemed to be cash (but shall not be deemed to be Net Proceeds for purposes of the following provisions until reduced to cash) to the extent that the aggregate fair market value, taken together with value (as conclusively determined by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash 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 any subsequent changes in value), shall, in each ) held by the Company immediately after consummation of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes such Asset Sale does not exceed 10% of the second paragraph Company's Stockholders' Equity as of this Section 4.10; and (iii) upon the consummation date of such consummation. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company shall apply, or cause may apply such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (Ai) to prepay purchase one or more Hospitals or Related Businesses and/or a controlling interest in the Capital Stock of a Person owning one or more Hospitals and/or one or more Related Businesses, (ii) to make a capital expenditure or to acquire other tangible assets, in each case, that are used or useful in any Secured business in which the Company is permitted to be engaged pursuant to Section 3.15 hereof, (iii) to permanently reduce Senior Term Debt or Existing Indebtedness of a Restricted Subsidiary or (iv) to permanently reduce Senior Revolving Debt (and to correspondingly reduce commitments with respect thereto), except that is not a Guarantor and, in up to an aggregate of $200.0 million of Net Proceeds from Asset Sales may be applied after the case of any such Indebtedness under any revolving credit facility, effect date hereof to reduce Senior Revolving Debt without a corresponding reduction in commitments with respect thereto. Pending the availability under final application of any such revolving credit facility (Net Proceeds, the Company may temporarily reduce Senior Revolving Debt or effect a permanent reduction otherwise invest such Net Proceeds in any manner that is not prohibited by the availability under such revolving credit facility regardless terms hereof. Any Net Proceeds from Asset Sales that are not so invested or applied shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall make an offer to all Holders of Securities and holders of any other Indebtedness of the fact Company ranking 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 sales, PRO RATA in proportion to the respective principal amounts of the Securities and such other Indebtedness then outstanding (a "SENIOR ASSET SALE OFFER") to purchase the maximum principal amount of Securities and such other Indebtedness that no prepayment may be purchased out of the Excess Proceeds, at an offer price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase (the "PURCHASE PRICE"), in accordance with the procedures set forth in Section 2.15 hereof. To the extent that the aggregate amount of Securities and such other Indebtedness tendered pursuant to a Senior Asset Sale Offer is required in order less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, including an offer to do so (in which case no prepayment should purchase Senior Subordinated Notes pursuant to Section 4.10 of the Senior Subordinated Note Indenture. If the aggregate principal amount of Securities and such other Indebtedness surrendered by holders pursuant to a Senior Asset Sale Offer exceeds the amount of Excess Proceeds, the Securities and such other Indebtedness shall be required)),purchased on a PRO RATA basis. Upon completion of a Senior Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate engage in an Asset Sale in excess of $1,000,000 unless (i) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value value, of the assets or Equity Interests sold or otherwise disposed of (as determined and, in good faith by the Company); (ii) solely with respect case of a lease of assets, a lease providing for rent and other conditions which are no less favorable to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company (or the Restricted Subsidiary, as the case may be, from ) in any material respect than the then prevailing market conditions (evidenced in each case by a resolution of the Board of Directors of such Asset Sale shall be entity set forth in an Officers' Certificate delivered to the Trustee) and (ii) at least 75% (100% in the case of lease payments) of the consideration therefor received by the Company or such Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of: of (ax) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such but excluding contingent liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Companyand trade payables) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated 39 41 to the NotesNotes or any Guarantee thereof) that are assumed by the transferee of any such assets; assets and (by) any securitiesnotes, notes securities or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are promptly, but in no event more than 30 days after receipt, converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof shall (to the extent of the cash received) be deemed to be cash for purposes of this provision and the receipt of such cash shall be treated as cash received from the Asset Sale for which such Notes or obligations were received. The Company or any of its Subsidiaries may apply the Net Proceeds from each Asset Sale, at its option, within 360 days after the consummation of such Asset Sale, (a) to permanently reduce any Senior Indebtedness (and in the case of any senior revolving indebtedness to correspondingly permanently reduce commitments with respect thereto); and , (b) for the acquisition of another business or the acquisition of other long-term assets, in each case, in the same or a Related Business or (c) to reimburse the Company or its Subsidiaries for expenditures made, and costs incurred, to repair, rebuild, replace or restore property subject to loss, damage or taking to the extent that the Net Proceeds consist of insurance proceeds received on account of such loss, damage or taking. Pending the final application of any Designated Non-such Net Proceeds, the Company may temporarily reduce Senior Revolving Debt or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Company shall be required to make an offer to all Holders of Notes (an "Asset Sale Offer") and to holders of other Indebtedness of the Company outstanding ranking on a parity with the Notes with similar provisions requiring the Company to make a similar offer with proceeds from 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, to purchase the maximum principal amount (or accreted value, as applicable) of Notes and such other Indebtedness, if any, that may be purchased out of the Excess Proceeds, at an offer price in cash Consideration received in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in this Indenture. If the aggregate principal amount (or accreted value, as applicable) of Notes and such Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Indebtedness to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. Any Asset Sale Offer shall remain open for at least 20 Business Days, but in any event no longer than 30 Business Days, except to the extent that a longer period is required by applicable law (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the 40 42 principal amount of Notes required to be purchased pursuant to this Section 4.08 (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. 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 the provisions of any securities laws or regulations conflict with the provisions of this paragraph, compliance by the Company or any of its Restricted Subsidiaries 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 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 having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed Offer. Upon the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation commencement of an Asset SaleSale Offer, the Company shall applysend, or cause by first class mail, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Restricted Subsidiary Holders to apply, tender Notes pursuant to the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) Offer. The Asset Sale Offer shall be made to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor andall Holders. The notice, in which shall govern the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless terms of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),Asset Sale Offer, shall state:

Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate cause or make an Asset Sale Sale, unless (ix) the Company Company, or the applicable its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of Fair Market Value (as determined in good faith by the Company); ) of the assets sold or otherwise disposed of and (iiy) solely with respect to any except in the case of a Permitted Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 millionSwap, at least 75% of the consideration therefor received by the Company Company, or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: (ai) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (bii) any securities, notes or other obligations or other securities received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (ciii) any Designated Non-cash Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (ciii) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 57.5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash Cash Equivalents for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),provision.

Asset Sales. The Company Issuers shall not, and shall not permit any of its their Restricted Subsidiaries to, to consummate an Asset Sale Sale, unless (i1) no Default or Event of Default exists or is continuing immediately prior to or after giving effect to such Asset Sale, (2) the Company Issuers or the applicable their Restricted SubsidiarySubsidiaries, as the case may be, receives receive consideration at the time of such Asset Sale at least equal to the fair market value (as determined by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee) of the assets sold or otherwise disposed of and (as determined in good faith by the Company); (ii3) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by either of the Issuers or any Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; PROVIDED, HOWEVER, that the amount of (A) any liabilities (as shown on such Issuer's or such Restricted Subsidiary's, as the case may be, most recent balance sheet or in the Notes thereto) of the Issuers or any Restricted Subsidiary, as the case may be (other than liabilities that are by their terms expressly subordinated to the Notes or any Note Guarantee, which may be assumed only if such liabilities are deemed to be Restricted Payments in the case of the Issuer or any Restricted Subsidiary and such Restricted Payment may then be made), that are assumed by the transferee of any such assets and (B) any notes, securities 66 or other obligations received by the Company Issuers or the any Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company Issuers or such Restricted Subsidiary Subsidiary, as the case may be, into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by within 20 Business Days following the Company or any closing of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valueSale, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or only for purposes of the second paragraph satisfying clause (3) of this Section 4.10; paragraph and (iii) upon for no other purpose. Within 360 days after any Issuer's or any Restricted Subsidiary's receipt of the consummation Net Proceeds of an any Asset Sale, the Company shall apply, such Issuer or cause such Restricted Subsidiary to apply, may apply the Net Proceeds from such Asset Sale: (1) to permanently reduce Indebtedness under the Bank Credit Facility or other Indebtedness that is not Subordinated Indebtedness, (2) in an Investment in any one or more business, capital expenditure or other tangible asset of the Issuers or any Restricted Subsidiary, in each case, engaged, used or useful in the Principal Business and/or (3) for working capital purposes in an aggregate amount not to exceed $20.0 million, in each case, with no concurrent obligation to make an offer to purchase any Notes. Pending the final application of any such Net Proceeds, such Issuer or such Restricted Subsidiary may temporarily reduce Senior Indebtedness or otherwise invest such Net Proceeds in Cash Proceeds relating Equivalents which shall be pledged to the Trustee or an agent thereof (including an agent under a Credit Facility) as security for the Holders of Notes with the same relative priority with respect to the other secured creditors as the priority of the Liens securing the asset that is the subject of the Asset Sale except that (i) if such Cash Equivalents are to be used to complete the Phase IA Project, then such Cash Equivalents may be pledged to the Credit Agent as security for the lenders under the Bank Credit Facility prior to the final completion of the Phase IA Project and (ii) such Cash Equivalents need not be pledged to the Trustee or an agent thereof (including an agent under a Credit Facility) to the extent that the assets subject to such Asset Sale were not subject to Liens securing the Note Collateral prior to such Asset Sale. Any Net Proceeds from the Asset Sale that are not invested or used to repay Indebtedness or as working capital within 545 365 days of receipt thereof either as provided in the first sentence of this paragraph will be deemed to constitute "EXCESS PROCEEDS." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuers shall, subject to any repayment obligations owed to the lenders under any Indebtedness that is secured by Permitted Liens on such assets, including the lenders under the Credit Facilities, make an offer to all Holders of Notes (Aan "ASSET SALE OFFER") to prepay any Secured Debt or Indebtedness purchase the maximum principal amount of a Restricted Subsidiary Notes, that is not a Guarantor andan integral multiple of $1,000, that may be purchased out of the Excess Proceeds. The offer price for the Notes in such Asset Sale Offer will be in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the date fixed for the closing of such offer, in accordance with the case procedures set forth in Article 3 hereof. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within 30 days after the date that Excess Proceeds exceed $10.0 million by mailing the notice required pursuant to the terms of Section 3.10 hereof. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the applicable Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased in the manner described in Section 3.02 hereof. Upon completion of any such Indebtedness under Asset Sale Offer, the amount of Excess Proceeds shall be deemed reset at zero. The Issuers may commence an Asset Sale Offer at any revolving credit facility, effect a corresponding reduction in time without having to wait for the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless expiration of the fact 365-day period. The Issuers or such Restricted Subsidiary shall also grant, subject to Permitted Liens (1) to the lenders under the First Lien Credit Facilities a first priority Lien and (2) to the Trustee, on behalf of the Holders of the Notes, a second priority Lien, in each case, on any properties or assets acquired with the Net Proceeds of any such Asset Sale to the extent that no prepayment is required in order the assets subject to do so (in which case no prepayment should be required)),such Asset Sale were subject to Liens securing the Note Collateral prior to such Asset Sale.

Asset Sales. (a) The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, consummate consummate, directly or indirectly, an Asset Sale unless unless: (i) the Company Borrower or the applicable such Restricted 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, in connection with such Asset Sale) at the time of such Asset Sale at least equal to the fair market value Fair Market Value (measured at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of (as determined in good faith by the Company)of; and (ii) solely with respect to any except in the case of a Permitted Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 millionSwap, at least 7575.0% of the consideration (measured at the time of contractually agreeing to such Asset Sale) for such Asset Sale, together with all other Asset Sales completed or contractually agreed upon since the Issue Date (on a cumulative basis), received (or to be received) by the Company Borrower or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that . (b) For purposes of Section 6.4(a)(ii) (and no other provision), the amount offollowing shall be deemed to be cash or Cash Equivalents: (ai) the greater of the principal amount and the carrying value of any liabilities (as shown reflected on the Company’s or such Restricted Subsidiary’s most recent balance sheet of the Borrower or such Restricted Subsidiary or in the footnotes thereto, or if incurred incurred, accrued or accrued increased subsequent to the date of such balance sheet, such liabilities that would have been shown reflected on the Company’s balance sheet of the Borrower or such Restricted Subsidiary’s balance sheet Subsidiary or in the footnotes thereto if such incurrence incurrence, accrual or accrual increase had taken place on or prior to the date of such balance sheet, as determined in good faith by the CompanyBorrower) of the Company Borrower or any such Restricted Subsidiary (Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Notes) Obligations, that are assumed by the transferee of any such assetsassets (or are otherwise extinguished in connection with the transactions relating to such Asset Sale) pursuant to a written agreement which releases or indemnifies the Borrower or such Restricted Subsidiary from such liabilities; (bii) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Asset Sale; (iii) any securities, notes or other obligations or assets received by the Company Borrower or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),reasonably expected by

Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate cause or make an Asset Sale Sale, unless (ix) the Company or the applicable any of its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of Fair Market Value (as determined in good faith by the Company); Company as of the date of such agreement) of the assets or Equity Interests issued or sold or otherwise disposed of, (iiy) solely with respect to any in the case of an Asset Sale that constitutes a Sale of Notes Collateral or series a Sale of related Asset Sales for which a Guarantor, the Company (or the applicable Guarantor, as the case may be) deposits the Net Proceeds therefrom (net of any Net Proceeds received in receipt of or allocable to the ABL Collateral of such Guarantor, in the case of a Sale of a Guarantor) as collateral in a segregated account or accounts (each, a “Collateral Proceeds Account”) held by or under the control of (for purposes of the Uniform Commercial Code) the Collateral Trustee or its agent to secure all Secured Obligations pursuant to arrangements reasonably satisfactory to the Collateral Trustee; provided that no such deposit will be required except to the extent the aggregate Net Proceeds from all Sales of Notes Collateral and its Restricted Subsidiaries receive aggregate consideration Sales of a Guarantor that are not held in excess of a Collateral Proceeds Account and have not previously been applied in accordance with the provisions described in the next succeeding paragraph exceed $50.0 million25.0 million and provided further that amounts deposited in a Collateral Proceeds Account may be withdrawn by the Company to be used as set forth in the second succeeding paragraph below, and (z) at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash Cash Equivalents or Cash Equivalentsproperty or assets that are used or useful in the business of the Company or a Similar Business, or Capital Stock of any person primarily engaged in a Similar Business if as a result of the acquisition such Person becomes a Restricted Subsidiary; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),:

Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate engage in an Asset Sale unless (i) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by a resolution of the Company); Board of Directors of the Company set forth in an Officer's Certificate delivered to the Trustee, which determination shall be conclusive evidence of compliance with this provision) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: of (ax) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes theretosheet), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesExchange Debentures or any guarantee thereof) that are assumed by the transferee of any such assets; assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (by) any securities, notes or other obligations non-cash consideration received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 30 days of the receipt thereof closing such Asset Sale, shall be deemed to be cash for purposes of this provision (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) . Within 360 days after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of any Net Proceeds from an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to applymay apply such Net Proceeds, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either at its option, (Aa) to prepay any Secured permanently reduce Exchange Debenture Senior Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, (and to correspondingly permanently reduce commitments with respect thereto in the case of revolving borrowings), or (b) to an investment in any one or more businesses, capital expenditures or acquisition of other assets, in each case, used or useful in a Permitted Business. Pending the final application of any such Indebtedness under Net Proceeds, the Company may temporarily reduce Exchange Debenture Senior Debt that is revolving debt or otherwise invest such Net Proceeds in any revolving credit facility, effect a corresponding reduction manner that is not prohibited by the Exchange Debenture Indenture. Any Net Proceeds from Asset Sales that are not applied as provided in the availability under first sentence of this paragraph will (after the expiration of the periods specified in this paragraph) be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company will be required to make an offer to all Holders of the Exchange Debentures and, to the extent required by the terms thereof, to all holders or lenders of Exchange Debenture Pari Passu Debt (an "Asset Sale Offer") to purchase the maximum principal amount of the Exchange Debentures and any such revolving credit facility (or effect a permanent reduction Exchange Debenture Pari Passu Debt to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in the availability under such revolving credit facility regardless Exchange Debenture Indenture or the agreements governing the Exchange Debenture Pari Passu Debt, as applicable. To the extent that the aggregate principal amount of the fact that no prepayment Exchange Debentures and Exchange Debenture Pari Passu Debt tendered pursuant to an Asset Sale Offer is required less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of the Exchange Debentures surrendered by Holders thereof and other Exchange Debenture Pari Passu Debt surrendered by holders or lenders thereof, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Exchange Debentures and the trustee or other lender representative for the Exchange Debenture Pari Passu Debt shall select the Exchange Debenture Pari Passu Debt to be purchased on a pro rata basis, based on the aggregate principal amount thereof surrendered in order to do so (in which case no prepayment should such Asset Sale Offer. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be required)),reset at zero.

Asset Sales. The Company Borrower shall not, and nor shall not the Borrower permit any of its Restricted Subsidiaries Subsidiary to, consummate an any Asset Sale unless unless: (i1) the Company Borrower or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise in connection with such Asset Sale Sale) at least equal to the fair market value (measured at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of, (2) except in the case of (as determined in good faith by the Company); (ii) solely with respect to any a Permitted Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 millionSwap, at least 7575.0% of the consideration for such Asset Sale, together with all other Asset Sales since the Closing Date (on a cumulative basis), received by the Company Borrower or the a Restricted Subsidiary, as the case may be, from and to the extent the consideration received in connection with the consummation of such Asset Sale shall be exceeds the greater of (x) $20.0 million and (y) 10.0% of Adjusted EBITDA of the Borrower and its Restricted Subsidiaries as of the most recently ended Test Period calculated giving pro forma effect thereto and is in the form of cash or Cash Equivalents; provided that each of the amount of: following will be deemed to be cash or Cash Equivalents for purposes of this clause (2): (a) any liabilities (as shown on the CompanyBorrower’s or such any Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, thereto or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown reflected on the CompanyBorrower’s or such a Restricted Subsidiary’s consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the CompanyBorrower) of the Company Borrower or any such Restricted Subsidiary (Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Notes) Obligations, that are (i) assumed by the transferee of any such assetsassets (or a third party in connection with such transfer) or (ii) otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the Borrower or a Restricted Subsidiary to the extent permitted hereunder); (b) any securities, notes or other obligations or assets received by the Company Borrower or any such Restricted Subsidiary from such transferee or in connection with such Asset Sale (including earnouts and similar obligations) that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non210 US-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated NonDOCS\123992845.16 042525-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),0274

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate engage in an Asset Sale unless (i) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company) of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company); and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash EquivalentsMarketable Securities (other than in the case where the Company or such Subsidiary is exchanging all or substantially all the assets of one or more broadcast businesses operated by the Company or such Subsidiary (including by way of transfer of the capital stock) for all or substantially all of the assets (including by way of the transfer of capital stock) constituting one or more broadcast businesses operated by another Person, in which event the foregoing requirement with respect to the receipt of cash or Marketable Securities shall not apply) and is received at the time of such disposition; provided that the amount of: of (ax) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesNotes or the Subsidiary Guarantees) that are assumed by the transferee of any such assets; assets and (by) any securities, notes or other obligations or securities received by the Company or any such Restricted Subsidiary from such transferee that are promptly (within 90 days) converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash or Marketable Securities received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, will be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; foregoing clauses (i) and (iii) upon ii); provided further, however, that the consummation 75% limitation referred to above shall not apply to any sale, transfer or other disposition of an Asset Sale, assets in which the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless cash portion of the fact that no prepayment consideration received therefor, determined in accordance with the foregoing proviso, is required in order equal to do so (in which case no prepayment should be required)),or greater than what the after-tax net proceeds would have been had such transaction complied with the aforementioned 75% limitation.

Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate engage in an Asset Sale unless (i) the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company); and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, Subsidiary from such Asset Sale shall be and all other Asset Sales on a cumulative basis since the Issue Date is in the form of cash or Cash Equivalents; provided that that, for purposes of this provision, the amount ofof each of the following shall be deemed to be cash: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes theretosheet), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary of the Company (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any Subsidiary Guarantee) that are assumed by the transferee of any such assetsassets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received)) within 270 days of the consummation of such Asset Sale; and (c) any Designated Non-cash Consideration received Capital Stock or assets of the kind referred to in clauses (b), (c) or (d) of the third paragraph of this Section 4.10; and (d) accounts receivables of a business retained by the Company or any of its Restricted Subsidiaries in following the sale of such business; provided that (i) such accounts receivables are not more than 60 days past due and (ii) do not have a payment date greater than 90 days from the date of the invoice creating such accounts receivable. Any Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause a condemnation, appropriation or other similar taking, including by deed in lieu of condemnation, shall not be required to satisfy the conditions set forth in clauses (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (bi) and (cii) above, be deemed to be cash for the purposes of this provision or for purposes of the second first paragraph of this Section 4.10; and (iii) upon . Within 365 days after the consummation receipt of any Net Proceeds from an Asset Sale, the Company shall applyor such Restricted Subsidiary, as the case may be, may apply such Net Proceeds, at its option, (a) to repay Indebtedness for borrowed money other than Subordinated Indebtedness, (b) to acquire a controlling interest in another business or cause all or substantially all of the assets of a business, engaged in a Permitted Business, (c) to make capital expenditures in a Permitted Business or (d) to acquire other long-term assets that are used or useful in a Permitted Business, provided that the Company or such Restricted Subsidiary to applywill have complied with clause (b), (c) or (d) if, within 365 days of such Asset Sale, the Net Cash Proceeds relating to Company or such Restricted Subsidiary shall have commenced and not completed or abandoned an investment in compliance with clause (b), (c) or (d) and such Investment is substantially completed within 180 days after the first anniversary of such Asset Sale within 545 days Sale. Pending the final application of receipt thereof either (A) to prepay any Secured Debt such Net Proceeds, the Company may temporarily reduce Indebtedness under any Credit Facility or Indebtedness of a Restricted Subsidiary otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $30,000,000, the Company shall be required to make an offer to all Holders of Notes and other Indebtedness that ranks by its terms pari passu in right of payment with the Notes and the terms of which contain substantially similar requirements with respect to the application of net proceeds from Asset Sales as are contained in this Indenture (an “Asset Sale Offer”) to purchase on a Guarantor andpro rata basis the maximum principal amount of the Notes (and such other Indebtedness), that is an integral multiple of $1,000, that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Section 3.09 hereof. To the extent that the aggregate amount of Notes and other such Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company or such Restricted Subsidiaries, as the case may be, may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of any such Indebtedness under any revolving credit facilityNotes surrendered by Holders thereof exceeds the amount of Excess Proceeds available to repurchase Notes, effect the Trustee shall select the Notes to be purchased on a corresponding reduction pro rata basis. Upon completion of an offer to purchase as described in the availability immediately preceding sentence, the amount of Excess Proceeds shall be reset at zero. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such revolving credit facility (or effect a permanent reduction laws and regulations are applicable in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),connection with an Asset Sale Offer.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries toto engage in any Asset Sale, consummate an Asset Sale unless (i) the Company Company, or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company); and (ii) solely (a) with respect to any an Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 millionCrescent City Riverboat, at least 7525% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be therefor is in the form of cash Cash Equivalents and the remaining consideration is in the form of Permitted Securities or (b) with respect to an Asset Sale of any other asset, at least 85% of the consideration received therefor by the Company, or such Subsidiary is in the form of Cash Equivalents; provided PROVIDED, HOWEVER, that the amount of: of (aA) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes notes thereto), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the NotesNotes or any Guarantee thereof) that are assumed by the transferee of any such assets; assets pursuant to an agreement that releases and indemnifies the Company or such Subsidiary from further liability with respect thereto and (bB) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are within 30 days converted by the Company or such Restricted Subsidiary into cash or as to which the Company or such Subsidiary has received at or prior to the consummation of the Asset Sale a commitment from a nationally recognized investment, merchant or commercial bank to convert into cash within 180 90 days of the receipt thereof consummation of such Asset Sale unless not actually converted into cash within such 90-day period (to the extent of the cash received); and (c) , shall be deemed to be Cash Equivalents for purposes of this provision. Notwithstanding the foregoing, the Company shall not engage in any Designated Non-cash Consideration received transfer, lease, conveyance or disposition, other than a sale, of the Crescent City Riverboat. Within 180 days after the receipt by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of any Net Proceeds from an Asset Sale, the Company or such Subsidiary, as the case may be, may (a) apply such Net Proceeds to the making of a capital expenditure or the acquisition of non-current assets, in either case, which shall applybe owned by the Company or such Subsidiary and be used by or useful to the Company or such Subsidiary in any line of business in which the Company or such Subsidiary is permitted to be engaged pursuant to Section 4.14 hereof or (b) contractually commit to apply such Net Proceeds to the payment of the costs of construction of real property improvements, including, without limitation, to commit to apply Net Proceeds from the sale of the Crescent City Riverboat to the construction of the Casino Magic-Bossier City Hotel which improvements shall be owned by the Company or cause such Restricted Subsidiary and be used by or useful to applythe Company or such Subsidiary in any line of business in which the Company or such Subsidiary is permitted to be engaged pursuant to Section 4.14 hereof; PROVIDED HOWEVER, that the Net Proceeds from an Asset Sale of the Crescent City Riverboat may be applied only to the making of a capital expenditure or the acquisition of non-current assets or the payment of the costs of construction of real property improvements, in any case, to be used by the Company at Casino Magic-Bossier City or the Casino Magic-Bossier City Hotel; PROVIDED FURTHER, that, in any case, the Company or such Subsidiary, as the case may be, grants to the Trustee, on behalf of the Holders, a first priority perfected security interest subject to Permitted Liens on any such properties or assets acquired or constructed with the Net Cash Proceeds relating to of any such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, on the terms set forth in this Indenture and the case Collateral Documents. Pending the final application of any such Indebtedness under any revolving credit facilityNet Proceeds, effect a corresponding reduction the Company or such Subsidiary shall invest such Net Proceeds in Cash Equivalents which shall be pledged to the Trustee as security for the Notes. Any Net Proceeds from an Asset Sale (other than Net Proceeds from an Asset Sale of the Crescent City Riverboat) that are not applied or invested as provided in the availability under first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall make an Asset Sale Offer to all Holders of Notes to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, which date shall be no less than 30 or more than 60 days from the date of such revolving credit facility Asset Sale Offer, in accordance with the procedures set forth in Section 3.10 hereof. Notwithstanding the foregoing, any Net Proceeds of an Asset Sale of the Crescent City Riverboat (including without limitation, any cash received upon the conversion or effect a permanent reduction sale of any Permitted Securities or other notes or obligations received in consideration of such Asset Sale) received prior to the determination of the outcome of the Louisiana Referendum shall immediately be deposited in the availability under Escrow Account in which the Trustee shall have a first priority perfected security interest. If the voters in the Louisiana Referendum approve the continuation of riverboat gaming in both Bossier Parish and Caddo Parish, Louisiana, such revolving credit facility regardless Net Proceeds shall be released from the Escrow Account and may be applied by the Company in accordance with the provisions of the fact first sentence of this paragraph. If the voters in the Louisiana Referendum disapprove the continuation of riverboat gaming in Bossier Parish or Caddo Parish, Louisiana, the Company shall make an Asset Sale Offer to all Holders of Notes within 90 days after the end of the first Operating Year to purchase the maximum principal amount of Notes that may be purchased out of such Net Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, which date shall be no prepayment less than 30 or more than 60 days from the date of such Asset Sale Offer, in accordance with the procedures set forth in Section 3.10 hereof. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is required less than the Excess Proceeds, the Company may, subject to the provisions in order this Indenture and the Collateral Documents, use any remaining Excess Proceeds for any general corporate purpose. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to do so (be purchased in which case no prepayment should the manner set forth in Section 3.10. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds shall be required)),reset at zero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless : (i) sell, lease, convey or otherwise dispose of any assets or rights (including by way of a sale-and-leaseback) other than sales or returns of inventory in the ordinary course of business (provided that the sale, lease, conveyance or other distribution of all or substantially all of the assets of the Company shall be governed by the provisions of Sections 4.13 and 5.01 hereof), or (ii) issue or sell equity securities of any of its Restricted Subsidiaries, in the case of either clause (i) or (ii) above, whether in a single transaction or a series of related transactions, (a) that have a fair market value in excess of $5.0 million or (b) for net proceeds in excess of $5.0 million (each of the foregoing, an "Asset Sale"), unless (x) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers' Certificate delivered to the Trustee) of the assets sold or otherwise disposed of and (as determined in good faith by the Company); (iiy) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received therefor by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash; provided that this 75% limitation shall not apply to any Asset Sale in which the after-tax cash or Cash EquivalentsEquivalents portion of the consideration received is equal or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the 75% limitation; provided provided, however, that the amount of: (aA) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),'s most

Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset (a) sell, lease, convey or otherwise dispose of any assets (including by way of a Sale unless and Leaseback Transaction, but excluding a Qualifying Sale and Leaseback Transaction) other than sales of inventory in the ordinary course of business (provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company will be governed by the provisions of Section 4.14 hereof and/or the provisions of Section 5.01 hereof, and not by the provisions of this Section 4.10), or (b) issue or sell Equity Interests of any of its Restricted Subsidiaries, that, in the case of either clause (a) or (b) above, whether in a single transaction or a series of related transactions, (i) have a fair market value in excess of $2.0 million, or (ii) result in Net Proceeds in excess of $2.0 million (each of the foregoing, an "Asset Sale"), unless (x) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by an Officers' Certificate delivered to the Trustee, and for Asset Sales having a fair market value or resulting in net proceeds in excess of $10.0 million, evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets sold or otherwise disposed of and (y) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash or like-kind assets (in each case as determined in good faith by the Company, evidenced by a resolution of the Board of Directors and certified by an Officers' Certificate delivered to the Trustee); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 millionprovided, at least 75% of the consideration received by the Company or the Restricted Subsidiaryhowever, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: of (aA) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesNotes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets; assets and (bB) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are immediately converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received)) or Cash Equivalents, shall be deemed to be cash for purposes of this provision; and provided, further, that the 75% limitation referred to in the foregoing clause (cy) shall not apply to any Designated NonAsset Sale in which the cash portion of the consideration received therefrom is equal to or greater than what the after-cash Consideration received tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. A transfer of assets or issuance of Equity Interests by the Company to a Wholly Owned Restricted Subsidiary or by a Wholly Owned Restricted Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary will not be deemed to be an Asset Sale. Within 360 days of any Asset Sale, the Company may, at its option, apply an amount equal to the Net Proceeds from such Asset Sale either (a) to permanently reduce Senior Debt, or (b) to an investment in a Restricted Subsidiary or in another business or capital expenditure or other long-term/tangible assets, in each case, in the same line of business as the Company or any of its Restricted Subsidiaries was engaged in on the date of this Indenture or in businesses similar or reasonably related thereto. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Senior Bank Debt or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to that are not applied or invested as provided in the first sentence of this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, paragraph will be deemed to be cash for constitute "Excess Proceeds." When the purposes aggregate amount of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset SaleExcess Proceeds exceeds $10.0 million, the Company shall applymake an offer to all Holders of Notes and the holders of the 1997 Notes and any future Indebtedness ranking pari passu with the Notes, or cause which Indebtedness contains similar provisions requiring the Company to repurchase such Restricted Subsidiary Indebtedness (an "Asset Sale Offer"), to applypurchase the maximum principal amount of Notes and such other Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the Net Cash Proceeds relating principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, in accordance with the procedures set forth in this Indenture; provided, however, that prior to making any such Asset Sale within 545 days Offer, the Company may, to the extent required by the 1996 Indenture, use such Excess Proceeds to repurchase the 1996 Notes. To the extent that the aggregate amount of receipt Notes and other pari passu Indebtedness (including the 1997 Notes) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and such other Indebtedness surrendered by Holders thereof either exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other Indebtedness to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. An Asset Sale Offer shall be made pursuant to the provisions of Section 3.09 hereof. No later than the date which is five Business Days after the date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall notify the Trustee of such Asset Sale Offer and provide the Trustee with an Officers' Certificate setting forth the calculations used in determining the amount of Net Proceeds to be applied to the purchase of Notes. The Company shall commence or cause to be commenced the Asset Sale Offer on a date no later than 15 Business Days after such notice (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required"Commencement Date")),.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless : (i) sell, lease, convey or otherwise dispose of any assets or rights (including by way of a sale-and-leaseback) other than sales of inventory in the ordinary course of business (provided that the sale, lease, conveyance or other distribution of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, shall be governed by the provisions of Sections 4.14 and 5.01 hereof and not by the last paragraph of this section), or (ii) with respect to the Company, sell Equity Interests in any of its Subsidiaries, or (iii) with respect to the Company's Restricted Subsidiaries, issue Equity Interests (each of the foregoing, an "Asset Sale"), unless (x) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets sold or otherwise disposed of and (as determined in good faith by the Company); (iiy) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted therefor by the Company or such Restricted Subsidiary into is in the form of cash within 180 days or other Qualified Proceeds. Notwithstanding the foregoing, the following shall not be deemed to be Asset Sales: (i) any single transaction or series of the receipt thereof related transactions that (a) involves assets having a fair market value of less than $2.0 million or (b) results in net proceeds to the extent Company and its Restricted Subsidiaries of less than $2.0 million, (ii) a transfer of assets between or among the cash received); Company and any Restricted Subsidiary, (ciii) an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary, (iv) the sale, lease, conveyance or other disposition of any Designated Non-cash Consideration received Receivable Program Assets by the Company or any Restricted Subsidiary in connection with a Receivables Program, (v) the sale, lease, conveyance or other disposition of any inventory, receivables or other current assets by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valuethe ordinary course of business, taken together with all (vi) the granting of a Permitted Lien, (vi) the licensing by the Company or any Restricted Subsidiary of intellectual property in the ordinary course of business or on commercially reasonable terms, (vii) the sale, lease, conveyance or other Designated Non-cash Consideration received pursuant to this clause disposition of obsolete or worn out equipment or equipment no longer useful in the Company's business, and (cviii) after December 14, 2010 the making or liquidating of any Restricted Payment or Permitted Investment that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of permitted by Section 4.07 hereof. Within 365 days after 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an any Net Proceeds from any Asset Sale, the Company shall apply(or such Restricted Subsidiary) may apply such Net Proceeds from such Asset Sale, at its option, either (a) to repay Permitted Bank Debt, and if such Permitted Bank Debt is revolving debt, to effect a corresponding commitment reduction thereunder, (b) to acquire all or substantially all of the assets of, or cause a majority of the Voting Stock of, another Permitted Business, (c) to make a capital expenditure, or (d) to acquire any other long-term assets that are used or useful in a Permitted Business. Pending the final application of any such Net Proceeds, the Company (or such Restricted Subsidiary to apply, the Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds relating to in any manner that is not prohibited by this Indenture. Any Net Proceeds from such Asset Sale within 545 that are not finally applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." Within five days of receipt each date on which the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall commence a pro rata Asset Sale Offer pursuant to Section 3.09 hereof to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof either (A) plus accrued and unpaid interest to prepay any Secured Debt or Indebtedness the date fixed for the closing of a Restricted Subsidiary that is not a Guarantor andsuch offer, in accordance with the case procedures set forth in Section 3.09 hereof. To the extent that the aggregate amount of any such Indebtedness under any revolving credit facilityNotes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, effect a corresponding reduction in the availability under such revolving credit facility Company (or effect a permanent reduction in such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by this Indenture. Upon completion of such offer to purchase, the availability under such revolving credit facility regardless amount of the fact that no prepayment is required in order Excess Proceeds will be deemed to do so (in which case no prepayment should be required)),reset at zero.

Asset Sales. The Company shall Borrower will not, and shall will not permit any of its Restricted the Subsidiaries to, consummate an Asset Sale unless sell, transfer, lease or otherwise dispose (including pursuant to a merger) of any asset, including any equity securities, nor will the Borrower permit any of the Subsidiaries to issue any additional shares of its equity securities, except: sales, transfers, leases and other dispositions of inventory, used or surplus equipment and Permitted Investments, in each case in the ordinary course of business; sales, transfers, leases and other dispositions made by the Borrower to any Domestic Subsidiary and made by any Domestic Subsidiary to the Borrower or any other Domestic Subsidiary; if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, other sales, transfers, leases and other dispositions of assets, provided that (i) the Company assets sold, transferred, leased or otherwise disposed of shall have (x) contributed less than 15% of Consolidated EBITDA during the applicable Restricted Subsidiaryimmediately preceding four fiscal quarters and (y) represent less than 15% of Consolidated Total Assets as of the most recently completed fiscal quarter, as (ii) the case may be, receives consideration at the time of such Asset Sale at least equal to the aggregate fair market value of the assets sold all assets, sold, transferred, leased or otherwise disposed of in reliance upon this subsection (as determined in good faith by the Company); (iid) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75shall not exceed 15% of the consideration received by the Company or the Restricted Subsidiary, Consolidated Total Assets as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securitiesmost recently completed fiscal quarter, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon all sales, transfers, leases and other dispositions permitted by this subsection (d) shall be made for fair value and solely for cash consideration; sales in respect of sale and leaseback transactions to the consummation extent permitted by Section 7.6; and if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, (i) sales of an Asset Salereceivables in respect of 12b-1 Fees and Contingent Deferred Sales Commissions, provided that any Indebtedness incurred in connection with such receivables shall be permitted by Section 7.1(a)(xiv) and (ii) sales of receivables (other than receivables described in clause (i) above) in connection with a Securitization thereof, provided that (x) any Indebtedness incurred in connection with such receivables shall be permitted by Section 7.1(a)(xv) and (y) the Company amount of such receivables sold in any period of 12 consecutive months shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),exceed $100,000,000.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the CompanyBoard of Directors); , (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: of (a) any liabilities (as shown on the Company’s 's or such -------- Restricted Subsidiary’s 's most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesLoans) that are assumed by the transferee of any such assets; , (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are immediately converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); ) and (c) any Designated Non-cash Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 510% of Total Assets at the time of the receipt of such Designated Non-cash Noncash Consideration (with the fair market value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; provision, and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Asset Sale Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be requiredaccordance with subsection 2.4B(ii)(a)),.

Asset Sales. The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, consummate cause, make or suffer to exist an Asset Sale unless Sale, unless: (ia) the Company Issuer or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (measured at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and (b) except in the case of (as determined in good faith by the Company); (ii) solely with respect to any a Permitted Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 millionSwap, at least 75% of the consideration therefor received by the Company Issuer or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: (a1) any liabilities (as shown on the Company’s Issuer’s, or such Restricted Subsidiary’s ’s, most recent balance sheet or in the footnotes thereto, thereto or if incurred incurred, accrued or accrued increased subsequent to the date of such balance sheet, such liabilities that would have been shown reflected on the CompanyIssuer’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence incurrence, accrual or accrual increase had taken place on or prior to the date of such balance sheet, as determined by the CompanyIssuer) of the Company Issuer or any such Restricted Subsidiary (Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Notes) , that are assumed by the transferee of any such assets; assets (b) any securities, notes or other obligations received by the Company or any are directly associated with such Restricted Subsidiary from such transferee that assets and are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries otherwise extinguished in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (connection 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds transactions relating to such Asset Sale within 545 days of receipt thereof either (ASale) to prepay any Secured Debt and for which the Issuer and all Restricted Subsidiaries have been unconditionally released by all creditors or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, their representatives in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required))writing,

Asset Sales. The Company Partnership shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) sell, lease, convey or otherwise dispose of any assets (including by way of a Sale and Leaseback Transaction) other than sales of inventory in the Company ordinary course of business and consistent with past practice (provided, that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Partnership shall be governed by the provisions of this Indenture set forth under Section 10.17 hereof or Article III hereof and not by the provisions of this Section 10.16) or (ii) issue or sell Capital Stock of any of its Restricted Subsidiaries, in the case of either clause (i) or (ii) above, whether in a single transaction or a series of related transactions (each of the foregoing, an “Asset Sale”), unless (x) the Partnership (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the General Partner) of the assets sold or otherwise disposed of and (as determined in good faith by the Company); (iiy) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 7580% of the consideration therefor received by the Company Partnership or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalentscash; provided provided, however, that the amount of: of (aA) any liabilities (as shown on the CompanyPartnership’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company Partnership or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; assets and (bB) any securities, notes or other obligations received by the Company Partnership or any such Restricted Subsidiary from such transferee that are immediately converted by the Company Partnership or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received), shall be deemed to be cash for purposes of this provision; and provided, further, that the 80% limitation referred to in this clause (cy) shall not apply to any Asset Sale in which the cash portion of the consideration received therefrom, determined in accordance with the foregoing proviso, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 80% limitation. Notwithstanding the foregoing, Asset Sales shall not be deemed to include (1) any Designated Non-cash Consideration received transfer of assets or Capital Stock by the Company Partnership or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Nonto a Wholly-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time Owned Restricted Subsidiary of the receipt Partnership, (2) any transfer of such Designated Non-cash Consideration (with assets or Capital Stock by the Partnership or any of its Restricted Subsidiaries to any Person in exchange for other assets used in a line of business permitted under Section 10.15 hereof and having a fair market value (as determined in good faith by the General Partner) not less than that of each item the assets so transferred and (3) any transfer of Designated Non-cash Consideration being measured at assets pursuant to a Permitted Investment. In the time event that the aggregate Net Proceeds received and without giving by the Partnership or any of its Restricted Subsidiaries from one or more Assets Sales in any fiscal year of the Partnership exceed $10 million, within 270 days after the date such aggregate Net Proceeds exceed such amount (or such longer period as may be required to comply with any agreement in effect to subsequent changes in valueon April 19, 1995), shallthe Partnership, at its option, shall apply the amount of such aggregate Net Proceeds in each excess of $10 million (less the amount of any such Net Proceeds previously applied during such fiscal year for the purposes set forth in clauses (a), ) or (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (Abelow) to prepay any Secured Debt or (a) reduce Indebtedness of a Restricted Subsidiary that is not (with a Guarantor and, permanent reduction of availability in the case of revolving Indebtedness) or (b) make an investment in assets in the same line of business the Partnership was engaged in on April 19, 1995. Pending the final application of any such Indebtedness Net Proceeds, the Partnership or any Restricted Subsidiary may temporarily reduce borrowings under the Bank Credit Facilities or otherwise invest such Net Proceeds in any revolving credit facility, effect a corresponding reduction manner that is not prohibited by this Indenture. Any such Net Proceeds that are not applied or invested as provided in the availability under such revolving credit facility first sentence of this paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $5 million, the Issuers shall make an offer to all Holders of Notes (or effect a permanent reduction in an “Asset Sale Offer”) to purchase the availability under such revolving credit facility regardless maximum principal amount of Notes that may be purchased out of the fact Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, in accordance with the procedures set forth in this Indenture. To the extent that no prepayment the aggregate amount of Securities tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Partnership or any Restricted Subsidiary may use such deficiency for general business purposes. If the aggregate principal amount of Securities surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Securities to be purchased on a pro rata basis. Notwithstanding the foregoing, if the Issuers are required to commence an Asset Sale Offer at any time when the Issuers have securities outstanding ranking pari passu in order right of payment with the Notes and the terms of those securities provide that a similar offer must be made with respect to do so (those other securities, then the Asset Sale Offer for the Securities will be made concurrently with the other offers and securities of each issue will be accepted on a pro rata basis in proportion to the aggregate principal amount of securities of each issue which case no prepayment should their holders elect to have purchased. Upon completion of the Asset Sale Offer, the amount of Excess Proceeds will be required)),reset at zero.

Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate engage in an Asset Sale unless (i) the Company (or the applicable Restricted 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 Sale at least equal to the fair market value value, and in the case of the assets sold or otherwise disposed a lease of (as determined in good faith by the Company); (ii) solely with respect assets, a lease providing for rent and other conditions which are no less favorable to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company (or the Restricted Subsidiary, as the case may be) in any material respect than the then prevailing market conditions (evidenced in each case by a resolution of the Board of Directors of such entity set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests sold or otherwise disposed of, from and (ii) at least 80% (100% in the case of lease payments) of the consideration therefor (excluding contingent liabilities assumed by the transferee of any such Asset Sale shall be assets) received by the Company or such Subsidiary is in the form of cash or Cash EquivalentsEquivalents paid at the closing thereof; provided that the amount of: of (aA) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheetexcluding contingent liabilities), such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; assets and (bB) any securitiesnotes, notes securities or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are promptly, but in no event more than 30 days after receipt, converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, will be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),provision.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (ia) the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in accordance with the definition of such term, the results of which determination shall be set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (as determined in good faith by the Company); (iib) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided provided, however, that the amount of: of (ai) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any guarantee thereof) that are assumed by the transferee of any such assets; assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (bii) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within ten Business Days by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon . Within 365 days after the consummation receipt of any Net Proceeds from an Asset Sale, the Company shall apply, or cause any such Restricted Subsidiary may apply such Net Proceeds to apply(a) permanently repay the principal of any Indebtedness of the Company ranking in right of payment at least pari passu with the Notes or any Indebtedness of Xxxxxxx or (b) to acquire (including by way of a purchase of assets or stock, merger, consolidation or otherwise) Productive Assets. Pending the final application of any such Net Proceeds, the Net Cash Proceeds relating to Company or any such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary may temporarily reduce outstanding revolving credit borrowings, including borrowings under the Credit Facility, or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." Within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million (or the equivalent thereof in any other currency or currency unit), the Company shall commence a Guarantor andan Asset Sale Offer pursuant to Section 3.09 hereof to purchase the maximum principal amount of Notes that may be purchased out of Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase, in accordance with the case procedures set forth in Section 3.09 hereof; provided, however, that, if the Company is required to apply such Excess Proceeds to repurchase, or to offer to repurchase, any Pari Passu Indebtedness, the Company shall only be required to offer to repurchase the maximum principal amount of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless Notes that may be purchased out of the fact amount of such Excess Proceeds multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding and the denominator of which is the aggregate principal amount of Notes outstanding plus the aggregate principal amount of Pari Passu Indebtedness outstanding. To the extent that no prepayment the aggregate principal amount of Notes tendered pursuant to an Asset Sale Offer is less than the amount that the Company is required to repurchase, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by holders thereof exceeds the amount that the Company is required to repurchase, the Trustee shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in order denominations of $1,000, or integral multiples thereof, shall be purchased). Upon completion of such offer to do so (in which case no prepayment should purchase, the amount of Excess Proceeds shall be required)),reset at zero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company); Company (ii) solely evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee with respect to any Asset Sale determined to have a value greater than $25.0 million) of the assets or series Equity Interests issued or sold or otherwise disposed of related Asset Sales and (ii) except in the case of Assets Held for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 millionSale, at least 75% of the consideration therefor received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash cash, Cash Equivalents or Cash EquivalentsMarketable Securities; provided that the amount offollowing amounts shall be deemed to be cash: (aw) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes theretosheet), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any guarantee thereof) that are assumed by the transferee of any such assets; assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability, (bx) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and , (cy) any Designated Non-cash Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an Sale; provided that the aggregate fair market valuevalue (as determined above) of such Designated Noncash Consideration, taken together with the fair market value at the time of receipt of all other Designated Non-cash Noncash Consideration received pursuant to this clause (cy) after December 14, 2010 that less the amount of Net Proceeds previously realized in cash from prior Designated Noncash Consideration is at that time outstanding, not to exceed the greater of $150 million and less than 5% of Total Assets at the time of the receipt of such Designated Non-cash Noncash Consideration (with the fair market value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (cz) above, be deemed to be Additional Assets received in an exchange of assets transaction. Within 360 days after the receipt of any cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of Net Proceeds from an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to applySubsidiary, the at its option, may apply such cash Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either Proceeds, at its option, (Aa) to prepay any Secured Debt or repay Indebtedness of a the Company or any Restricted Subsidiary that is not a Guarantor subordinated in right of payment to the Notes or to repay debt under one or more Credit Facilities and, in the case of any if such Indebtedness under any debt is revolving credit facilitydebt, to effect a corresponding commitment reduction thereunder, (b) to the acquisition of all or a portion of the assets of, or a majority of the Voting Stock of, another Permitted Business, the making of a capital expenditure or the acquisition of other assets or Investments that are used or useful in a Permitted Business or (c) to an Investment in Additional Assets. Any cash Net Proceeds from Asset Sales that are not applied or invested as provided in the availability under first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will be required to make an offer to all Holders of Notes and all holders of other Indebtedness that ranks pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless other Indebtedness that may be purchased out of the fact Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in this Indenture and such other Indebtedness. To the extent that no prepayment is required in order any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other Indebtedness to do so (in which case no prepayment should be required)),purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (iincluding, in each case, by operation of our as a result of an LLC Division) unless: (1) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such ) receives consideration at the time of the Asset Sale shall be at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and (2) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents; provided that . For purposes of this provision, each of the amount offollowing shall be deemed to be cash: (aA) any liabilities (liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet or in the footnotes theretothereto (or, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown reflected on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Company) ), of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any Note Guarantee) that are assumed by the transferee of any such assetsassets and for which the Company or such Restricted Subsidiary has been released in writing; (bB) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 days of the receipt thereof (thereof, to the extent of the cash received)or Cash Equivalents received in that conversion; (C) any stock or assets of the kind referred to in clauses (2) or (4) of the following paragraph of this Section 4.10; and (cD) any Designated Non-cash Consideration received by the Company or any of its such Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market valuevalue (as determined in good faith by the Company), taken together with all other Designated Non-cash Consideration received pursuant to this clause (cD) after December 14, 2010 that is at that time outstandingoutstanding (but, to the extent that any such Designated Non-cash Consideration is sold or otherwise liquidated for cash, minus the lesser of (i) the amount of the cash received (less the cost of the disposition, if any) and (ii) the initial amount of such Designated Non-cash Consideration) not to exceed the greater of (x) $150 50.0 million and 5% of Total Assets 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), shall, in each of (a), (by) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),4.0

Asset Sales. The Company Within five (5) days of the date of receipt by any Loan Party (or any Affiliate on behalf of such Loan Party) of any Net Asset Sale Proceeds in amount equal to or greater than (x) $150,000 per transaction and (y) $250,000 in the aggregate over the term of this Agreement, the Borrower shall notoffer to prepay, and and, if accepted by Accepting Lenders, be obligated to prepay the Loans held by such Lenders in an aggregate amount equal to such Net Asset Sale Proceeds; provided, however, that such Net Asset Sale Proceeds shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless be required to be so applied on such date so long as (i) no Default or Event of Default has occurred, (ii) the Company total amount of such Net Asset Sale Proceeds not applied does not exceed $2,500,000 in the aggregate over the term of the Agreement (the “Retained Net Asset Sale Proceeds Cap”), and (iii) the Borrower has delivered a certificate to the Administrative Agent on such date stating that such Net Asset Sale Proceeds (A) do not exceed the Retained Net Asset Sale Proceeds Cap and (B) shall be used to invest in or replace or restore any properties or assets (and, if such investment is in Oil and Gas Properties, that such investment complies with Section 6.23 of this Agreement) in respect of which such Net Asset Sale Proceeds were paid within 90 days following the date of the receipt of such Net Asset Sale Proceeds (which certificate shall set forth the estimates of the Net Asset Sale Proceeds to be so expended); provided, further, that if all or any portion of such Net Asset Sale Proceeds not required to be so applied pursuant to the preceding proviso are not so used within 90 days after the date of the receipt of such Net Asset Sale Proceeds (or such earlier date, if any, as the Borrower or the applicable Restricted Subsidiaryrelevant Subsidiary determines not to reinvest such Net Asset Sale Proceeds as set forth above), or, if later, within 90 days after the Borrower or such Subsidiary has entered into a binding commitment (prior to the end of the referenced 90-day period) to reinvest such proceeds, such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be, receives consideration at the time of such Asset Sale at least equal ) as provided above in this Section 2.9(a) without regard to the fair market value of the assets sold or otherwise disposed of (as determined in good faith immediately preceding proviso. Any principal amount required to be prepaid under this Section 2.9(a) shall be subject to and accompanied by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted SubsidiaryPremium, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),applicable.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate engage in an Asset Sale unless (i) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by a resolution of the Company); Board of Directors of the Company set forth in an Officer's Certificate delivered to the Trustee, which determination shall be conclusive evidence of compliance with this provision) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 7585% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from Subsidiary in such Asset Sale shall be Sale, plus all other Asset Sales since the date of this Indenture, on a cumulative basis, is in the form of cash or cash, Cash Equivalents, properties and capital assets to be used by the Company or any Restricted subsidiary in the Oil and Gas Business or oil and gas properties owned or held by another person which are to be used by the Company or its Restricted Subsidiaries, or any combination thereof (collectively the "cash consideration"); provided that the amount of: of (ax) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes theretosheet), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any guarantee thereof) that are assumed by the transferee of any such assets; assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (by) any securities, notes or other obligations non-cash consideration received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof closing such Asset Sale, shall be deemed to be cash for purposes of this provision (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by provided, however, that the Company or any of and its Restricted Subsidiaries in such may make Asset Sale having an aggregate Sales with a fair market valuevalue not exceeding $5 million in the aggregate in each year of twelve calendar months (beginning the first full month following the date of this Indenture) free from any of the restrictions, taken together with all requirements or other Designated Non-cash Consideration received pursuant to provisions set forth in this clause (c) Section 4.10. Within 360 days after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of any Net Proceeds from an Asset Sale, the Company shall applymay apply such Net Proceeds, at its option, in any order or cause combination: (a) to reduce Senior Debt, (b) to make Permitted Investments, in any order or combination, (c) to make investments in interests in another Oil and Gas Business or (d) to make capital expenditures in respect of the Company's or its Restricted Subsidiaries' Oil and Gas Business or to purchase long-term assets that are used or useful in such Restricted Subsidiary to applyOil and Gas Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Senior Debt that is revolving debt or otherwise invest such Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay in any Secured Debt or Indebtedness of a Restricted Subsidiary manner that is not a Guarantor andprohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied as provided in the first sentence of this paragraph shall (after the expiration of the periods specified in this paragraph) be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall make an Asset Sale Offer to purchase the maximum principal amount of Notes and any other Pari Passu Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to, in the case of the Notes, 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of purchase or, in the case of any such Indebtedness under any revolving credit facilityother Pari Passu Indebtedness, effect a corresponding reduction in 100% of the availability under such revolving credit facility principal amount thereof (or effect a permanent reduction with respect to discount Pari Passu Indebtedness, the accrued value thereof) on the date of purchase, in each case, in accordance with the availability under such revolving credit facility regardless procedures set forth in Section 3.9 hereof or the agreements governing Pari Passu Indebtedness, as applicable. To the extent that the aggregate principal amount (or accreted value, as the case may be) of the fact that no prepayment Notes and Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is required less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the sum of (i) the aggregate principal amount of Notes surrendered by Holders thereof, and (ii) the aggregate principal amount or accreted value, as the case may be, of other Pari Passu Indebtedness surrendered by holders or lenders thereof, exceeds the amount of Excess Proceeds, the Trustee and the trustee or other lender representatives for the Pari Passu Indebtedness shall select the Notes and other Pari Passu Indebtedness to be purchased on a pro rata basis, based on the aggregate principal amount (or accreted value, as applicable) thereof surrendered in order to do so (in which case no prepayment should such Asset Sale Offer. Upon completion of such Asset Sale Offer, the Excess Proceeds shall be required)),reset at zero.

Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate (a) sell, lease, convey or otherwise dispose of any assets (including by way of a Sale and Leaseback Transaction) other than sales of inventory in the ordinary course of business and consistent with past practice (provided, that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Company shall be governed by the provisions of this Indenture set forth under Section 4.18 hereof or Article 5 hereof and not by the provisions of this Section 4.16) or (b) issue or sell Capital Stock of any of its Restricted Subsidiaries, in the case of either clause (a) or (b) above, whether in a single transaction or a series of related transactions that has a fair market value (as determined in good faith by the Board of Directors of the Manager) in excess of $1.0 million or for net cash proceeds of $1.0 million (each of the foregoing, an "Asset Sale Sale"), unless (i) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors of the Manager) of the assets sold or otherwise disposed of (as determined in good faith by the Company); and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalentscash equivalents; provided provided, however, that the amount of: of (aA) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; assets and (bB) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received)) within 90 days of such Asset Sale, shall be deemed to be cash for purposes of this provision; and provided further, that the 75% limitation referred to in this clause (ii) shall not apply to any Asset Sale in which the cash portion of the consideration received therefrom, determined in accordance with the foregoing proviso, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. Notwithstanding the foregoing, Asset Sales shall not be deemed to include (a) any transfer of assets or Capital Stock by the Company or any of its Restricted Subsidiaries to a Restricted Subsidiary of the Company, (b) any transfer of assets pursuant to a Permitted Investment, (c) the sale of Timberlands in a like-kind exchange for a like interest in other Timberlands having a fair market value (as determined in good faith by the Board of Directors of the Manager) at least equal to the fair market value (as determined in good faith by the Board of Directors of the Manager) of the Timberlands sold, (d) the sale of not more than 10,000 acres in the aggregate of Timberlands designated in good faith by the Board of Directors of the Manager for a higher and better use, (e) a disposition of obsolete equipment in the ordinary course of business, (f) any Designated Nonsale of Capital Stock of, or Indebtedness or other securities of, an Unrestricted Subsidiary, and (g) timber deed, bulk, pay-cash Consideration as-cut and stumpage sales in the ordinary course of business. In the event that the aggregate Net Proceeds received by the Company or any of its Restricted Subsidiaries in such from one or more Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to Sales exceed the greater of $150 million and 5% of Total Assets Adjusted Asset Sales Amount since the Issue Date, within 270 days after the date such aggregate Net Proceeds exceed such amount (or such longer period as may be required to comply with any agreement in effect on the Issue Date), the Company, at its option, shall apply the time of the receipt amount of such Designated Non-cash Consideration aggregate Net Proceeds (with less the fair market value amount of each item of Designated Non-cash Consideration being measured at any such Net Proceeds previously applied during such fiscal year for the time received and without giving effect to subsequent changes purposes set forth in value), shall, in each of clauses (a), ) or (b) and below) to (ca) above, be deemed to be cash for the purposes of this provision or for purposes reduce senior Indebtedness of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not (with a Guarantor and, permanent reduction of availability in the case of the Working Capital Facility) or (b) make, or commit, pursuant to a binding written contract (provided that the contract is consummated substantially in accordance with the terms thereof within 30 days after the end of the 270-day period), to make, an investment in assets used or useful in the Business. Pending the final application of any such Indebtedness Net Proceeds, the Company or any Restricted Subsidiary may temporarily reduce borrowings under the Bank Credit Facility or otherwise invest such Net Proceeds in any revolving credit facility, effect a corresponding reduction manner that is not prohibited by the Indenture. Any such Net Proceeds that are not applied or invested as provided in the availability under such revolving credit facility first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, the Issuers shall make an offer to all Holders of Notes (or effect a permanent reduction in an "Asset Sale Offer") to purchase the availability under such revolving credit facility regardless maximum principal amount of Notes that may be purchased out of the fact Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, in accordance with the procedures set forth in this Indenture. To the extent that no prepayment the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is required in order less than the Excess Proceeds, the Company or any Restricted Subsidiary may use such deficiency for general business purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to do so (in which case no prepayment should be required)),purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company); and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of: of (ax) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes theretosheet), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any guarantee thereof) that are assumed by the transferee of any such assets; assets pursuant to a customary novation agreement that releases the Company or such Subsidiary from further liability and (by) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); , shall be deemed to be cash for purposes of this provision. Within 180 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (a) to repay Indebtedness under a Credit Facility, (b) to the acquisition of all of the assets of, or all of the Voting Stock of, another Permitted Business, the making of a capital expenditure or the acquisition of other long-term assets that are used or useful in a Permitted Business (and the payment of related expenses) or (c) in the case of Net Proceeds received by the Company pursuant to the Satellite Lease Arrangements, for working capital purposes. Pending the final application of any Designated Non-such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. 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 amount of Excess Proceeds exceeds $10.0 million, the Company will be required to make an Asset Sale Offer to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash Consideration in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in this Indenture. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. Notwithstanding the foregoing, the Company and its Subsidiaries will be permitted to consummate Asset Sales of Communications Assets without complying with the first paragraph of this covenant if (x) at least 75% of the consideration received by the Company and its Subsidiaries in respect of such Asset Sale constitutes either Communications Assets, cash or Cash Equivalents, and (y) any Net Proceeds received by the Company or any of its Restricted Subsidiaries in connection with such Asset Sale having an aggregate fair market value, taken together are applied in accordance with all other Designated Non-cash Consideration received pursuant to this clause the foregoing paragraph and (cz) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million Company and 5% of Total Assets its Subsidiaries receives consideration at the time of the receipt of such Designated Non-cash Consideration (with Asset Sale at least equal to the fair market value (evidenced by a resolution of each item the Board of Designated Non-cash Consideration being measured at Directors set forth in a Officer's Certificate delivered to the time received and without giving effect to subsequent changes in value)trustee, shall, in each of (a), (b) and (c) above, be deemed such determination to be cash for the purposes based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of this provision or for purposes national standing if such fair market value exceeds $1.0 million) of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, Communications Assets sold or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),otherwise disposed of.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company's Board of Directors); , (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: of (a) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; , (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are immediately converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); ) and (c) any Designated Non-cash Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 510% of Total Assets at the time of the receipt of such Designated Non-cash Noncash Consideration (with the fair market value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; provision, and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 365 days of receipt thereof either (A) to prepay repay any Secured Senior Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness Senior Debt under any revolving credit facility, effect a corresponding commitment reduction in the availability under such revolving credit facility facility, (B) to reinvest in Productive Assets, or effect (C) a permanent reduction in combination of prepayment, repurchase and investment permitted by the availability foregoing clauses (iii)(A) and (iii)(B). Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under such a revolving credit facility regardless facility, if any, or otherwise invest such Net Cash Proceeds in Cash Equivalents. On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the fact Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) or (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), the aggregate amount of Net Cash Proceeds that no prepayment have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis that amount of Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the Accreted Value thereon on the date fixed for the closing of such offer plus accrued and unpaid Liquidated Damages thereon, if any (if prior to the Full Accretion Date), or 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (if after the Full Accretion Date); provided, however, that if at any time any non-cash consideration (including any Designated Noncash Consideration) received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is required converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in order accordance with this covenant. Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $10.0 million, the application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount to do a Net Proceeds Offer may be deferred until such time as such Net Proceeds Offer Amount plus the aggregate amount of all Net Proceeds Offer Amounts arising subsequent to the Net Proceeds Offer Trigger Date relating to such initial Net Proceeds Offer Amount from all Asset Sales by the Company and its Restricted Subsidiaries aggregates at least $10.0 million, at which time the Company or such Restricted Subsidiary shall apply all Net Cash Proceeds constituting all Net Proceeds Offer Amounts that have been so deferred to make a Net Proceeds Offer (the first date the aggregate of all such deferred Net Proceeds Offer Amounts is equal to $10.0 million or more shall be deemed to be a "Net Proceeds Offer Trigger Date"). Notwithstanding the two immediately preceding paragraphs, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Productive Assets, cash, Cash Equivalents and/or Marketable Securities and (ii) such Asset Sale is for fair market value (as determined in which case no prepayment should good faith by the Company's Board of Directors); provided that any consideration not constituting Productive Assets received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be required)),consummated under this paragraph shall be subject to the provisions of the two preceding paragraphs. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereof.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company); and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of (A) cash or Cash Equivalents or (B) Qualified Proceeds; provided that the aggregate fair market value of Qualified Proceeds (other than cash or Cash Equivalents), which may be received in consideration for asset sales pursuant to this clause (ii)(B) shall not exceed $7.5 million since the Issue Date; provided provided, further, that the amount of: of (ax) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes theretosheet), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any Guarantee thereof) that are assumed by the transferee of any such assets; assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (by) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by within 180 days following the Company or any closing of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valueSale, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or for purposes provision. Within 360 days after the receipt of the second paragraph of this Section 4.10; and (iii) upon the consummation of any Net Proceeds from an Asset Sale, the Company shall applyor its Restricted Subsidiaries may apply such Net Proceeds, at its option, (a) to repay Senior Debt or Guarantor Senior Debt, or cause such (b) to the investment in, or the making of a capital expenditure or the acquisition of other property or assets in each case used or useable in a Permitted Business, or Capital Stock of any Person primarily engaged in a Permitted Business if, as a result of the acquisition by the Company or any Restricted Subsidiary to applythereof, such Person becomes a Restricted Subsidiary, or (c) a combination of the uses described in clauses (a) and (b). Pending the final application of any such Net Proceeds, the Company or its Restricted Subsidiaries may temporarily reduce Senior Debt or otherwise invest such Net Cash Proceeds relating in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales, other than 20% of the net proceeds from any sale of all or substantially all of the Capital Stock or assets of the Company's Popular Club Plan business or Xxxxxxxx & Xxxxx business (as each such business is constituted on the Issue Date) which are utilized to repay, redeem, repurchase or otherwise retire outstanding Senior Discount Debentures, 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 amount of Excess Proceeds exceeds $10.0 million (an "Asset Sale Offer Triggering Event"), the Company will be required to make an offer to all Holders of Notes and, to the extent required by the terms of any Pari Passu Indebtedness ranking pari passu with the Notes ("Pari Passu Indebtedness") to all holders of such Pari Passu Indebtedness (an "Asset Sale Offer"), to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in Section 3.09 hereof or such Pari Passu Indebtedness, as applicable. To the extent that the aggregate principal amount of Notes and any such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company or its Restricted Subsidiaries may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and any such Pari Passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of such Asset Sale within 545 days Offer, the amount of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should Excess Proceeds shall be required)),reset at zero.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate cause, make or suffer to exist an Asset Sale Sale, unless (ix) the Company Company, or the applicable its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company); ) of the assets sold or otherwise disposed of and (iiy) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company Company, or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: of (aA) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) ), that are assumed by the transferee of any such assets; , (bB) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); ) within 180 days following the closing of such Asset Sale and (cC) any Designated Non-cash Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (cC) after December 14, 2010 that is at that time outstanding, not to exceed the greater of (x) $150 50.0 million and 5or (y) 15% of Total Assets at the time of the receipt of such Designated Non-cash Noncash Consideration (with the fair market value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash Cash Equivalents for the purposes of this provision or and for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),other purpose.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate engage in an Asset Sale unless (i) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee, which determination shall be conclusive evidence of compliance with this provision) of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company); and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 7585% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from Subsidiary in such Asset Sale shall be plus all other Asset Sales, since the date of the Indenture, on a cumulative basis, is in the form of cash or Cash Equivalents; provided that the amount of: of (ax) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes theretosheet), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any guarantee thereof) that are assumed by the transferee of any such assets; assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (by) any securities, notes or other obligations Liquid Securities received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof closing such Asset Sale, shall be deemed to be cash for purposes of this provision (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) . Within 365 days after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of any Net Proceeds from an Asset Sale, the Company shall applymay apply such Net Proceeds, at its option, (a) to reduce indebtedness under the Senior Credit Facility or to the permanent reduction of other Senior Debt, (b) to acquire a controlling interest in another Oil and Gas Business, to make capital expenditures in respect of the Company's or any Restricted Subsidiaries' Oil and Gas Business, or cause such to purchase long-term assets that are used or useful in the Company's or any Restricted Subsidiary Subsidiary's Oil and Gas Business or (c) repurchase any Notes or Pari Passu Indebtedness, on a pro rata basis. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall (after the expiration of the periods specified in this paragraph) be deemed to applyconstitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Net Cash Company shall make an Asset Sale Offer to purchase the maximum principal amount of Notes and any Pari Passu Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in Section 3.09 hereof or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate amount of Notes tendered or Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds relating for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and Pari Passu Indebtedness surrendered by holders or lenders thereof, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis, based on the aggregate principal amount (or accreted value, as applicable) thereof surrendered in such Asset Sale within 545 days Offer. Upon completion of receipt thereof either (A) to prepay any Secured Debt or Indebtedness such Asset Sale Offer, the amount of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should Excess Proceeds shall be required)),reset at zero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate engage in an Asset Sale in excess of $1,000,000 unless (a) the Intercreditor Agreement is in effect and the Intercreditor Agreement does not prohibit such Asset Sale and expressly provides that the Trustee has no right to restrict or permit, or approve or disapprove, such Asset Sale, or (b) in all other cases, (i) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value value, and in the case of the assets sold or otherwise disposed a lease of (as determined in good faith by the Company); (ii) solely with respect assets, a lease providing for rent and other conditions which are no less favorable to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company (or the Restricted Subsidiary, as the case may be) in any material respect than the then prevailing market conditions (evidenced in each case by a resolution of the Board of Directors of such entity set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests sold or otherwise disposed of, from (ii) at least 75% (100% in the case of lease payments) of the consideration therefor received by the Company or such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are promptly, but in no event more than 30 days after receipt, converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and provision, (iii) upon subject to the consummation Intercreditor Agreement, if such Asset Sale involves the disposition of an Asset SaleCollateral, the Company shall applyor such Subsidiary has complied with the provisions of Articles 10 and 11 hereof, and (iv) the Company or cause such Restricted Subsidiary to applythe Subsidiary, as the case may be, applies the Net Cash Proceeds relating as provided in the following paragraph. Subject to the Intercreditor Agreement, any such Net Proceeds may, at the option of the Company, be applied within 180 days of the related Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),as follows:

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate engage in an Asset Sale in excess of $1,000,000 unless (i) the Company (or the applicable Restricted such Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests sold or otherwise disposed of (as determined and, in good faith by the Company); (ii) solely with respect case of a lease of assets, a lease providing for rent and other conditions which are no less favorable to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company (or the Restricted Subsidiary, as the case may be, from ) in any material respect than the then prevailing market conditions (evidenced in each case by a resolution of the Board of Directors of such Asset Sale shall be entity set forth in an Officers' Certificate delivered to the Trustee) and (ii) at least 75% (100% in the case of lease payments) of the consideration therefor received by the Company or such Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of: of (ax) any liabilities Senior Indebtedness of the Company or any Indebtedness of any Subsidiary (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such but excluding contingent liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notesand trade payables) that are is assumed by the transferee of any such assets; assets and from which the Company or such Subsidiary is unconditionally released from liability and (by) any securitiesnotes, notes securities or other obligations received by the Company or any such Restricted Subsidiary Subsidiaries from such transferee that are promptly, but in no event more than 30 days after receipt, converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received) shall, in each case, be deemed to be cash for purposes of this provision and the receipt of such cash shall be treated as cash received from the Asset Sale for which such Notes or obligations were received. The Company or any of its Subsidiaries may apply the Net Proceeds from each Asset Sale, at its option, within 360 days after the consummation of such Asset Sale, (a) to permanently reduce any Senior Indebtedness or any Indebtedness of its Subsidiaries (and in the case of any senior revolving indebtedness of the Company or its Subsidiaries correspondingly permanently to reduce commitments with respect thereto); and , (b) to make capital expenditures, for the acquisition of another business or the acquisition of other long-term assets, in each case, in the same or a Related Business or (c) to reimburse the Company or its Subsidiaries for expenditures made, and costs incurred, to repair, rebuild, replace or restore property subject to loss, damage or taking to the extent that the Net Proceeds consist of insurance proceeds received on account of such loss, damage or taking. Pending the final application of any Designated Non-such Net Proceeds, the Company may invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $5,000,000, the Company shall be required to make an unconditional and irrevocable offer to all Holders of Notes (an "Asset Sale Offer") and to holders of other Indebtedness of the Company outstanding ranking on a parity with the Notes with similar provisions requiring the Company to make a similar offer with proceeds from 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, to purchase the maximum principal amount (or accreted value, as applicable) of Notes and such other Indebtedness, if any, that may be purchased out of the Excess Proceeds, at an offer price in cash Consideration received in an amount equal to 100% of the principal amount (or accreted value, as applicable) thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in this Indenture. If the aggregate principal amount (or accreted value, as applicable) of Notes and such Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis in increments of $1,000 with such Indebtedness. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. Any Asset Sale Offer shall remain open for at least 20 Business Days, but in any event no longer than 30 Business Days, except to the extent that a longer period is required by applicable law (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this Section 4.8 (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. 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 the provisions of any securities laws or regulations conflict with the provisions of this paragraph, compliance by the Company or any of its Restricted Subsidiaries 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 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 having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed Offer. Upon the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation commencement of an Asset SaleSale Offer, the Company shall applysend, or cause by first class mail, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Restricted Subsidiary Holders to apply, tender Notes pursuant to the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) Offer. The Asset Sale Offer shall be made to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor andall Holders. The notice, in which shall govern the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless terms of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),Asset Sale Offer, shall state:

Asset Sales. The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries (other than, so long as any GCUK Notes are outstanding, GCUK Telecom and its Subsidiaries) to, consummate an Asset Sale unless (i) the Company Issuer (or the applicable such Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale (if other than a Casualty Event) at least equal to the fair market Fair Market Value (taking into account the value of all consideration received in connection therewith and set forth in an Officers’ Certificate delivered to the assets sold Trustee) of the Property or otherwise disposed Equity Interests that Indenture are the subject of (as determined in good faith by the Company); such Asset Sale, (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 7580% of the consideration therefor (if other than a Casualty Event) is in the form of Qualified Cash Equivalents, (iii) the Net Cash Proceeds received by the Company Issuer (or the such Restricted Subsidiary, as the case may be, ) from such Asset Sale shall be in remitted, subject to any Intercreditor Agreement, to the form Trustee for deposit into the Asset Sale Proceeds Account free of cash or Cash Equivalents; provided that any Lien (other than the amount of: Liens of the Security Documents and any Working Capital Facility), and (aiv) any liabilities the Issuer (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Companycase may be) shall take such action as shall be necessary under 6.03 hereof in order to maintain the Lien of the Company or Trustee on any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations consideration received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets 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), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the . The Net Cash Proceeds relating to from such Asset Sale within 545 days shall be retained in the Asset Sale Proceeds Account and shall be available pursuant to Sections 9.03 and 9.04 hereof (x) in the case of receipt thereof either (A) to prepay any Secured Debt or Indebtedness Net Cash Proceeds of a Restricted Subsidiary that is not a Guarantor andCasualty Event, to be applied to the repair, rebuilding or replacement of the Property subject to such Casualty Event and (y) in the case of any other Net Cash Proceeds of such Indebtedness under any revolving credit facilityAsset Sale, effect to the reinvestment into Property that is used or useful in a corresponding reduction Permitted Business, provided that to the extent all of the Net Cash Proceeds have not been so applied to such repair, rebuilding, replacement or reinvestment within 365 days following the receipt of such Net Cash Proceeds (or within such shorter period as shall be specified by the Issuer), such remaining Net Cash Proceeds shall be applied to the making of an Asset Sale Offer as provided in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless next-following paragraph. The aggregate amount of the fact Net Cash Proceeds remaining at the end of such period after the application of such Net Cash Proceeds to the repair, rebuilding, replacement or reinvestment referred to therein, shall constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds equals or exceeds $10,000,000, the Issuer will be required to make an offer to all Holders (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes that no prepayment is required may be purchased out of the Excess Proceeds, at a purchase price in order cash in an amount equal to do so (100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase, in which case no prepayment should accordance with the procedures set forth in Article III hereof. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered in such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be required)),purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company's Board of Directors); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash EquivalentsEquivalents and is received at the time of such disposition; provided PROVIDED that the amount of: (a) any liabilities (as shown on the -40- Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 90 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Noncash Consideration (with the fair market value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 399 days of receipt thereof either (A) to prepay any Secured Senior Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),, (B) to reinvest in Productive Assets, or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Cash Proceeds in Cash Equivalents. On the 400th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of the preceding sentence (each, a "NET PROCEEDS OFFER TRIGGER DATE"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "NET PROCEEDS OFFER AMOUNT") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "NET PROCEEDS OFFER") on a date (the "NET PROCEEDS OFFER PAYMENT DATE") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a PRO RATA basis, the maximum amount of Notes that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; PROVIDED, HOWEVER, that if at any time any non-cash consideration (including any Designated Noncash Consideration) received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.10. Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $12.0 million, the application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount to a Net Proceeds Offer may be deferred until such time as such Net Proceeds Offer Amount plus the aggregate amount of all Net Proceeds Offer Amounts arising subsequent to the Net Proceeds Offer Trigger Date relating to such initial Net Proceeds Offer Amount from all Asset Sales by the Company and its Restricted Subsidiaries aggregates at least $12.0 million, at which time the Company or such Restricted Subsidiary shall apply all Net Cash Proceeds constituting all Net Proceeds Offer Amounts that have been so deferred to make a Net Proceeds Offer (the first date the ag- gregate of all such deferred Net Proceeds Offer Amounts is equal to $12.0 million or more shall be deemed to be a Net Proceeds Offer Trigger Date). Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraph to the extent that: (i) at least 75% of the consideration for such Asset Sale constitutes Productive Assets, cash, Cash Equivalents and/or Marketable Securities; and (ii) such Asset Sale is for fair market value; PROVIDED that any consideration consisting of cash, Cash Equivalents and/or Marketable Securities received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of the preceding paragraph. Notice of each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in Section 3.09 hereof. To the extent that the aggregate amount of Notes tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use any remaining Net Proceeds Offer Amount for general corporate purposes or for any other purpose not prohibited by this Indenture. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof.

Asset Sales. (1) The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, (i) sell, lease, convey or otherwise dispose of any assets (including by way of a sale-and-leaseback) other than sales of inventory or the licensing of trademarks (but not the sale of any trademark) in the ordinary course of business (provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer shall be governed by the provisions of Section 5.01 hereof), or (ii) consummate an Asset Sale unless unless: (i) the Company Issuer or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith evidenced by a resolution of the CompanyBoard of Directors); , and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company Issuer or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be Qualified Consideration. The Issuer or any Subsidiary may, within 365 days of the Asset Sale, invest the Net Cash Proceeds thereof (A) in property or assets used, or to be used, in the form Issuer’s line of cash business, or in a company engaged primarily in the Issuer’s line of business (if and to the extent otherwise permitted under this Security), or (B) to repay any Debt of the Issuer, other than subordinated debt, or any Debt of a Subsidiary. The amount of such Net Cash Equivalents; provided Proceeds not used or invested within 365 days of the Asset Sale in the manner described in clauses (A) and (B) above shall constitute “Excess Proceeds.” In the event that Excess Proceeds exceed $10.0 million, the Issuer shall make an Offer to Purchase that amount of Securities equal to the amount of: (a) any liabilities (as shown on of Excess Proceeds at a price equal to 100% of the Company’s or such Restricted Subsidiary’s most recent balance sheet or in principal amount of the footnotes theretoSecurities to be purchased, or plus accrued and unpaid interest, if incurred or accrued subsequent any, to the date of such balance sheetpurchase and, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent required by the terms thereof, any other Debt of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 Issuer that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (pari passu with the fair market value Securities or Debt of each item a Subsidiary. Each Offer to Purchase shall be mailed within 30 days following the date that the Issuer shall become obligated to purchase Securities with any Excess Proceeds. Following the completion of Designated Non-cash Consideration being measured at an Offer to Purchase, the time received and without giving effect to subsequent changes in value), shall, in each amount of (a), (b) and (c) above, Excess Proceeds shall be deemed to be cash reset at zero and, to the extent there are any remaining Excess Proceeds the Issuer may use such Excess Proceeds for any use which is not otherwise prohibited by this Security. The Issuer will comply with the purposes requirements of this provision or for purposes Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating Securities pursuant to such Asset Sale within 545 days of receipt thereof either (A) Offer to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),Purchase.