Common use of Asset Sales Clause in Contracts

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity, and in the case of the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Sale.

Asset Sales. Except for (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (1) the Company (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 of the assets or Equity Interests issued or sold or otherwise disposed of; provided that this clause (1) shall not apply to an Asset Sale resulting solely from a foreclosure or sale of by a third party upon assets required or property subject to be sold to conform with governmental requirementsa Lien not prohibited by this Indenture; (2) where such Fair Market Value exceeds $100.0 million, the Applicable Reporting Entity, and Company’s determination of such Fair Market Value is set forth in an Officers’ Certificate delivered to the case of the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25Trustee; and (3) at least 75% of the total assets of consideration therefor received by the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any Company or such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale Restricted Subsidiary is in the ordinary course form of business cash, Cash Equivalents or Replacement Assets or a combination thereof. For purposes of this provision, each of the Applicable Reporting Entity and its Subsidiaries; following shall be deemed to be Cash Equivalents: A. any liabilities (b) if as shown on the assets subject to any Company’s or such Asset Sale are worn out Restricted Subsidiary’s most recent balance sheet, or are no longer useful would be shown on the Company’s or necessary in connection with such Restricted Subsidiary’s balance sheet on the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months date of such Asset Sale) of the Company or any Restricted Subsidiary (other than contingent liabilities, invested Indebtedness that is by its terms subordinated to the Securities of each series then Outstanding or reinvested any Note Guarantee and liabilities to the extent owed to the Company or any Affiliate of the Company) that are assumed by the Applicable Reporting Entity transferee of any such assets pursuant to a written agreement that releases the Company or such Restricted Subsidiary from further liability therefor; and B. any securities, notes or other obligations received by the Company or any such Restricted Subsidiary thereof in a Permitted Business, from such transferee that are converted (iiincluding by way of any Monetization Transaction) are used by the Applicable Reporting Entity Company or any such Restricted Subsidiary thereof into cash (to repay Debt the extent of the Applicable Reporting Entity or any Subsidiary thereof, or (iiicash received in that conversion) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any within 180 days of such Asset Sale. (b) The Company or any of its Restricted Subsidiaries may use the Net Proceeds of any Asset Sale in any manner that is not prohibited by this Indenture.

Asset Sales. Except for (a) The Parent and the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting EntityIssuers shall not, and in the case shall not permit any of the Guarantorother Restricted Subsidiaries to, its Material Subsidiaries, shall not consummate any cause or make an Asset Sale, if unless (x) the aggregate net book value Parent or any Restricted Subsidiary, as the case may be, receives consideration at the time of all such Asset Sales consummated during Sale at least equal to the four calendar quarters immediately preceding any date Fair Market Value (as determined in good faith by the Issuer) of determination would exceed 25the assets sold or otherwise disposed of, and (y) at least 75% of the total assets consideration therefor received by the Parent or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of each of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will following shall be disregarded deemed to be Cash Equivalents for purposes of this provision: (i) any liabilities (as shown on the 25% limitation specified above: Parent or a Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Parent or a Restricted Subsidiary (aother than liabilities that are by their terms subordinated to the Notes or any Guarantee) if that are assumed by the transferee of any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale or that are worn out otherwise canceled or are no longer useful or necessary terminated in connection with the operation transaction with such transferee, (ii) any notes or other obligations or other securities or assets received by the Parent or such Restricted Subsidiary from such transferee that are converted by the Parent or such Restricted Subsidiary into cash or Cash Equivalents within 180 days of the businesses receipt thereof (to the extent of the Applicable Reporting Entity or its Subsidiaries; cash received), (ciii) if the assets subject to Indebtedness of any such Asset Sale are being transferred to Restricted Subsidiary that is no longer a Wholly Owned Restricted Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months as a result of such Asset Sale, invested to the extent that the Parent and each Restricted Subsidiary are released from any guarantee of payment of such Indebtedness in connection with the Asset Sale, (iv) consideration consisting of Indebtedness of the Parent or reinvested any Restricted Subsidiary (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Parent or any Restricted Subsidiary, and (v) any Designated Non-cash Consideration received by the Applicable Reporting Entity Parent or any Restricted Subsidiary thereof in a Permitted Business, such Asset Sale having an aggregate Fair Market Value (ii) are used as determined in good faith by the Applicable Reporting Entity Issuer), taken together with all other Designated Non-cash Consideration received pursuant to this Section 4.06(a)(v) that is at that time outstanding, not to exceed the greater of $600.0 million and 4.0% 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). (b) Within 365 days after the Parent’s or any Subsidiary thereof to repay Debt Restricted Subsidiary’s receipt of the Applicable Reporting Entity Net Proceeds of any Asset Sale, the Parent or any such Restricted Subsidiary thereof, or (iii) are retained by may apply the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any Net Proceeds from such Asset Sale, both Rating Agencies confirm at its option: (i) to repay (A) Indebtedness constituting Bank Indebtedness and other Pari Passu Indebtedness that is secured by a Lien permitted under this Indenture (and, if the thenIndebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto), (B) Indebtedness of a Restricted Subsidiary that is not a Guarantor, (C) Notes Obligations or (D) other Pari Passu Indebtedness (provided that if the Parent, an Issuer or any Guarantor shall so reduce Obligations under unsecured Pari Passu Indebtedness under this clause (D), the Issuer will equally and ratably reduce Notes Obligations in accordance with Article III of this Indenture, through open-current Borrower’s Applicable Ratings market purchases (provided that such purchases are at or above 100% of the principal amount thereof or, in the event that the Notes were issued with significant original issue discount, 100% of the accreted value thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase at a purchase price equal to 100% of the principal amount thereof (or, in the event that the Notes were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, the pro rata principal amount of Notes), in each case other than Indebtedness owed to the Parent or an Affiliate of the Parent; or (ii) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Parent), assets, or property or capital expenditures, in each case (A) used or useful in a Similar Business or (B) that replace the properties and assets that are the subject of such Asset Sale or to reimburse the cost of any of the foregoing incurred on or after the date on which the Asset Sale giving effect rise to such Net Proceeds was contractually committed. In the case of Section 4.06(b)(ii), a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment until the 12-month anniversary of the date of the receipt of such Net Proceeds; provided that in the event such binding commitment is later canceled or terminated for any reason before such Net Proceeds are so applied, then such Net Proceeds shall constitute Excess Proceeds unless the Parent or such Restricted Subsidiary enters into another binding commitment (a “Second Commitment”) within six months of such cancellation or termination of the prior binding commitment; provided, further, that the Parent or such Restricted Subsidiary may only enter into a Second Commitment under the foregoing provision one time with respect to each Asset Sale and to the extent such Second Commitment is later canceled or terminated for any reason before such Net Proceeds are applied or are not applied within 180 days of such Second Commitment, then such Net Proceeds shall constitute Excess Proceeds. Pending the final application of any such Net Proceeds, the Parent or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or invest such Net Proceeds in any manner not prohibited by this Indenture. Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in the first paragraph of this Section 4.06(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes, as described in clause (i) of this Section 4.06(b), shall be deemed to have been so applied whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $125.0 million, the Issuer shall make an offer to all holders of Notes (and, at the option of the Issuer, to holders of any other Pari Passu Indebtedness) (an “Asset Sale Offer”) to purchase the maximum principal amount of Notes (and such other Pari Passu Indebtedness), that is at least $2,000 and an integral multiple of $1,000 in excess thereof 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 (or, in the event the Notes or other Pari Passu Indebtedness were issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest (or, in respect of such other Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such other Pari Passu Indebtedness), to, but excluding, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceeds $125.0 million by mailing, or delivering electronically if the Notes are held by the Depository, the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Notes (and such other Pari Passu Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose that is not 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, upon receipt of written notice from the Issuer of the aggregate principal amount to be selected, shall select the Notes (but not such other Pari Passu Indebtedness) to be purchased in the manner described in Section 4.06(e). Upon completion of any such Asset SaleSale Offer, the amount of Excess Proceeds shall be reset at zero. (c) The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof. (d) [reserved]. (e) If more Notes (and such other Pari Passu Indebtedness) are tendered pursuant to an Asset Sale Offer than the Issuers are required to purchase, selection of such Notes (but not such other Pari Passu Indebtedness) for purchase shall be made by the Trustee on a pro rata basis to the extent practicable, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with the requirements of the Depository, if applicable); provided that no Notes of $2,000 or less shall be purchased in part. Selection of such other Pari Passu Indebtedness shall be made pursuant to the terms of such other Pari Passu Indebtedness. (f) Notices of an Asset Sale Offer shall be mailed by the Issuers by first class mail, postage prepaid, or delivered electronically if the Notes are held by the Depository, at least 30 days but not more than 60 days before the purchase date to each holder of Notes at such holder’s registered address. If any Note is to be purchased in part only, any notice of purchase that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased.

Asset Sales. Except for From and after the Trigger Date, the Parent will not, and will not permit any of the Subsidiaries to, sell, convey, transfer, lease or otherwise dispose of, any of their respective assets or any interest therein (including the sale or factoring at maturity or collection of any accounts) to any Person, or permit or suffer any other Person to acquire any interest in any of their respective assets required to be sold to conform with governmental requirementsor, the Applicable Reporting Entity, and in the case of any Subsidiary, issue or sell any shares of such Subsidiary's Stock or Stock Equivalents (any such sale, conveyance, transfer, lease or other disposition being an "ASSET SALE"), except: (a) transactions permitted by Section 10.09 hereof; (b) transactions permitted by Section 10.10 hereof; (c) subject to Section 10.06 hereof, the sale, conveyance, transfer, lease or other disposition of assets to a subsidiary of the Company which is a Guarantor; (d) the sale or disposition of or other use of inventory in the ordinary course of the Parent's or the Subsidiaries' business; (e) the collection, its Material liquidation or otherwise disposition of Accounts (as defined in the Security Agreement) in the ordinary course of the Parent's or the Subsidiaries, shall ' business; (f) the renegotiation and termination of leasehold interests in the ordinary course of the Parent's or the Subsidiaries' business; (g) the sale or disposition of obsolete or worn out fixtures and equipment in the ordinary course of the Parent's or the Subsidiaries' business; (h) the grant of easements and rights of way on Mortgaged Property (as defined in the Security Agreement) or other real property in the ordinary course of the Parent's or the Subsidiaries' business that do not consummate secure any Asset Sale, if monetary obligations and do not materially detract from the aggregate net book value of all such Asset Sales consummated the affected property or interfere with the ordinary conduct of the business of the Parent and the Subsidiaries; (i) the sale or disposition of owned real property in an amount not to exceed $10,000,000 during the four calendar quarters immediately preceding any date term of determination would exceed 25% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarterthis Indenture; provided, however, that any the Net Cash Proceeds from such Asset Sale will Sales shall be disregarded for purposes applied as required by Section 9.02 of the 25% limitation specified above: this Indenture; and (aj) if any such Asset Sale is Sales not otherwise described in this Section 10.11 in the ordinary course of business of the Applicable Reporting Entity and its Subsidiariesin an amount not to exceed $3,000,000 in any Fiscal Year; (b) if the assets subject to any such provided that no individual Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (cmade pursuant to this Section 10.11(j) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Saleshall exceed $2,000,000.

Asset Sales. Except for the sale of assets required to be ----------- sold to conform with governmental requirements, the Applicable Reporting EntityBorrower shall not, and in the case of the Guarantor, its Material Subsidiaries, shall not permit any of its Subsidiaries to, consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity Borrower and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s Borrower's most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of -------- ------- the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity Borrower and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity Borrower or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Wholly-Owned Subsidiary of the Applicable Reporting EntityBorrower; (d) to the extent the assets subject to any such Asset Sale involve transfers of assets of or equity interests in connection with the Caribou Investments Joint Venture; (e) if the proceeds from any such Asset Sale (i) are, within twelve (12) 12 months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity Borrower or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity Borrower or any a Subsidiary thereof to repay Debt of the Applicable Reporting Entity Borrower or any Subsidiary thereofsuch Subsidiary, or (iii) are retained by the Applicable Reporting Entity Borrower or any Subsidiary thereofits Subsidiaries; or (ef) if, prior to any such Asset Sale, both Rating Agencies ▇▇▇▇▇'▇ and S&P confirm the then-then current Borrower’s Applicable Borrower Ratings after giving effect to any such Asset Sale.

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity(a) The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, cause or make an Asset Sale, unless: (i) the Borrower or any of its Restricted Subsidiaries, 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 Borrower) of the assets sold or otherwise disposed of; and (ii) except in the case of the Guarantora Permitted Asset Swap, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25at least 75% of the total assets consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quartercash, Cash Equivalents or Replacement Assets; provided, however, that the amount of: (A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Borrower or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee of any such assets or Equity Interests pursuant to an agreement that releases or indemnifies the Borrower or such Restricted Subsidiary, as the case may be, from further liability; (B) any Loans or other obligations or other securities or assets received by the Borrower or such Restricted Subsidiary from such transferee that are converted by the Borrower 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 Borrower or any of its Restricted Subsidiaries in such Asset Sale will having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed the greater of (x) $75.0 million and (y) 2.5% 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 each be disregarded deemed to be Cash Equivalents for the purposes of this clause (ii). 153 Syniverse Credit Agreement (b) Within 365 days after the 25% limitation specified above: (a) if Borrower’s or any Restricted Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale or Casualty Event, the Borrower or such Restricted Subsidiary may apply the Net Cash Proceeds from such Asset Sale or Casualty Event, at its option: (i) to make an investment in any one or more businesses (provided that if such investment is in the ordinary course of business form of the Applicable Reporting Entity acquisition of Equity Interests of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Borrower), assets, or property or capital expenditures, in each case used or useful in a Similar Business; (ii) to make an investment in any one or more businesses (provided that if such Investment is in the form of the acquisition of Equity Interests of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Borrower), properties or assets that replace the properties and its Subsidiaries; (b) if assets that are the assets subject to any of such Asset Sale are worn out or are no longer useful or necessary in connection Casualty Event, as applicable; or (iii) any combination of the foregoing; provided that the Borrower and its Restricted Subsidiaries shall be deemed to have complied with the operation provisions described in clauses (i) and (ii) of this Section 7.09(b) if and to the businesses extent that, within 365 days after the Asset Sale or Casualty Event that generated the Net Cash Proceeds, the Borrower has entered into and not abandoned or rejected a binding agreement to make an investment in compliance with the provision described in clauses (i) and (ii) of this Section 7.09(b), and that investment is thereafter completed within 180 days after the Applicable Reporting Entity or its Subsidiaries; end of such 365—day period. (c) if Pending the assets subject to final application of any such Asset Sale are being transferred to a Wholly Owned Net Cash Proceeds, the Borrower or such Restricted Subsidiary of the Applicable Reporting Entity; (d) Borrower may temporarily reduce Indebtedness under a revolving credit facility, if the proceeds any, or otherwise invest such Net Cash Proceeds in Cash Equivalents. Any Net Cash Proceeds from any such Asset Sale or Casualty Event that are not applied as provided and within the time period set forth in Section 7.09(b) will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $30.0 million, the Borrower shall prepay the Term Loans in accordance with Section 2.05(b)(ii) (iand subject to Sections 2.05(b)(vii), 2.05(c) areand 2.05(d)) and may, within twelve along with such prepayment of Term Loans (12) months of to the extent the Borrower or such Asset SaleRestricted Subsidiary elects, invested or reinvested is required by the Applicable Reporting Entity terms thereof), purchase, redeem or repay any Additional Permitted Obligations (or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity Refinancing Obligations or any Subsidiary thereof to repay Debt Refinancing Indebtedness in respect of either of the Applicable Reporting Entity foregoing) of the Borrower or a Restricted Subsidiary having Pari Passu Lien Priority, or any Subsidiary thereofother Indebtedness having Pari Passu Lien Priority, or pursuant to the agreements governing such other Indebtedness, on not more than a pro rata basis with respect to such prepayments of Term Loans (iii) are retained by the Applicable Reporting Entity or subject to each Term Lender’s option to decline to accept any Subsidiary thereof; or (e) if, prior prepayment pursuant to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset SaleSection 2.05(c)).

Asset Sales. Except for Not later than ten Business Days following the receipt of any Net Cash Proceeds of any Asset Sale by any Group Member (other than any issuance or sale of assets required Equity Interests to be sold to conform with governmental requirementsor from Holdings, the Borrower or a Subsidiary Guarantor), the Borrower shall apply an aggregate amount equal to the Applicable Reporting Entity, Net Cash Proceeds Percentage of such Net Cash Proceeds to make prepayments in accordance with Section 2.10(h) and in Section 2.10(i); provided that: (i) no such prepayment shall be required under this clause (c) (A) with respect to any disposition of property which constitutes a Casualty Event or (B) to the case extent the Net Cash Proceeds of the Guarantor, its Material Subsidiaries, shall not consummate any Asset SaleSales or series of related Asset Sales do not result in more than $2,500,000 (or, if the aggregate net book value Specified 2018 Acquisition is consummated on or prior to the date that is 180 days after the Closing Date, $3,350,000) per Asset Sale or series of all such related Asset Sales or an aggregate amount of Net Cash Proceeds of more than $5,000,000 (or, if the Specified 2018 Acquisition is consummated during on or prior to the four calendar quarters immediately preceding date that is 180 days after the Closing Date, $6,800,000) in any date of determination would exceed 25% twelve month period (the “Asset Sale Threshold” and the Net Cash Proceeds in excess of the total assets Asset Sale Threshold, the “Excess Net Cash Proceeds”; and such Net Cash Proceeds not subject to prepayment on account of the Applicable Reporting Entity and its Consolidated Subsidiaries as of Net Cash Proceeds Percentage being less than 100%, the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such “Retained Asset Sale will be disregarded for purposes of the 25% limitation specified above: Proceeds”); (aii) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject proceeds with respect to any such Asset Sale shall not be required to be so applied on such date to the extent that the Borrower shall have notified the Administrative Agent on or prior to such date stating that such Excess Net Cash Proceeds are worn out expected to be reinvested in assets used or are no longer useful or necessary in connection with the operation business of the businesses of the Applicable Reporting Entity or its Subsidiaries; any Group Member (c) if the assets subject to any such Asset Sale are being transferred including pursuant to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (dPermitted Acquisition, Investment or Capital Expenditure) if the proceeds from any such Asset Sale (i) areor to be contractually committed to be so reinvested, within twelve 18 months (12or within 24 months following receipt thereof if a contractual commitment to reinvest is entered into within 18 months following receipt thereof) months following the date of such Asset Sale, invested or reinvested by the Applicable Reporting Entity ; and (iii) if all or any Subsidiary thereof in a Permitted Business, portion of such Excess Net Cash Proceeds that are subject of clause (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof immediately above is neither reinvested nor contractually committed to repay Debt be so reinvested within such 18 month period (and actually reinvested within 24 months of the Applicable Reporting Entity or any Subsidiary thereofreceipt of the Net Cash Proceeds related thereto), or (iii) are retained by such unused portion shall be applied within five Business Days after the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any last day of such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Saleperiod as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Except for Within 360 days after the sale receipt of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity, and in the case of the Guarantor, its Material Subsidiaries, shall not consummate any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option to (1) to repay Indebtedness secured by such assets and, if the aggregate net book value of all such Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; or (2) to purchase Replacement Assets or to make a capital expenditure. Any Net Proceeds from Asset Sales consummated during that are not applied or invested as provided in the four calendar quarters immediately preceding sentence shall constitute “Excess Proceeds.” Within 30 days after the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall make an Asset Sale Offer to all Holders and all holders of other Indebtedness that is pari passu with the Notes or any Subsidiary Guarantee containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of principal amount plus accrued and unpaid interest to the date of determination would exceed 25% purchase, and shall be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the total assets Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of the Applicable Reporting Entity Notes and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such other pari passu Indebtedness tendered into such Asset Sale will Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be disregarded for purposes purchased on a pro rata basis based on the principal amount of the 25% limitation specified above: (a) if any Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale is in Offer, the ordinary course amount of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset SaleExcess Proceeds shall be reset at zero.

Asset Sales. Except for The Loan Parties will not, and will not permit any of the Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any capital stock, nor will the Loan Parties permit any of the Subsidiaries to issue any additional shares of its capital stock or other ownership interest in such Subsidiary, except: (a) (i) sales of Inventory in the ordinary course of business, or (ii) used or surplus equipment, or (iii) Permitted Investments, in each case in the ordinary course of business; (b) sales, transfers and dispositions among the Loan Parties and their Subsidiaries, PROVIDED that any such sales, transfers or dispositions involving a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.08; (c) sale-leaseback transactions involving any Borrower's Real Estate as long as, with respect to any Eligible Real Estate, the net proceeds therefrom are at least equal to the amounts then available to be borrowed with respect thereto under clause (c) of the definition of Borrowing Base; (d) the sale of assets required certain vacant land in Hudson, Ohio adjacent to be sold to conform with governmental requirements, the Applicable Reporting Entity, corporate headquarters and in the case distribution center of the GuarantorBorrowers; (e) Provided that no Overadvance shall result after giving effect thereto, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% bulk sales or dispositions of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is Borrowers' Inventory not in the ordinary course of business in an amount not to exceed, in the aggregate from and after the Closing Date, ten percent (10%) of the Applicable Reporting Entity Cost of the Borrowers' Eligible Inventory as of the Closing Date; PROVIDED that all sales, transfers, leases and its Subsidiaries; other dispositions permitted hereby (other than sales, transfers and other disposition permitted under clause (b)) if shall be made at arm's length and for fair value and solely for cash consideration (other than (x) sales, transfers and other dispositions permitted under clause (b)); and FURTHER PROVIDED THAT the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; authority granted under clauses (ca) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or through (e) if, prior to hereof may be terminated in whole or in part by the Agents upon the occurrence and during the continuance of any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset SaleEvent of Default.

Asset Sales. Except for (a) The Borrower and its Subsidiaries will not consummate an Asset Sale unless: (i) the sale Borrower (or a Subsidiary of assets required to be sold to conform with governmental requirementsthe Borrower, the Applicable Reporting Entity, and in as the case may be) receives consideration at the time of the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if Sale at least equal to the aggregate net book fair market value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date assets or Equity Interests issued or sold or otherwise disposed of; (ii) the fair market value is determined by the Borrower’s Board of determination would exceed 25Directors and evidenced by a resolution of the Board of Directors set forth in an officers’ certificate delivered to the Administrative Agent; and (iii) at least 75% of the total assets consideration received in the Asset Sale by the Borrower or such Subsidiary of the Applicable Reporting Entity Borrower is in the form of cash or Cash Equivalents except to the extent the Borrower is undertaking a Permitted Asset Swap. For purposes of this provision and subparagraph (b)(iii) below, each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Borrower’s most recent consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as (other than contingent liabilities and liabilities that are by their terms subordinated to the Loans and the Senior Subordinated Notes) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Borrower or such Subsidiary from further liability; and (B) any securities, notes or other obligations received by the Borrower or any of its Subsidiaries from such transferee converted by the Borrower or such Subsidiary within 90 days into cash or Cash Equivalents, to the extent of the beginning cash or Cash Equivalents received in that conversion. The 75% limitation referred to in clause (iii) above will not apply to any Asset Sale in which the cash or Cash Equivalents portion of the Applicable Reporting Entityconsideration received therefrom, determined in accordance with the preceding provision, is equal to or greater than what the after tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. (b) Notwithstanding the foregoing, the Borrower and each of its Subsidiaries will be permitted to consummate an Asset Sale without complying with the foregoing if: (i) the Borrower or such Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or other property sold, issued or otherwise disposed of; (ii) the fair market value is determined by the Borrower’s most recently ended full fiscal quarterBoard of Directors and evidenced by a resolution of the Board of Directors set forth in certificate of a Financial Officer delivered to the Administrative Agent; and (iii) at least 75% of the consideration for such Asset Sale constitutes a controlling interest in a Permitted Business, assets used or useful in a Permitted Business and/or cash and Cash Equivalents; provided, however, that any cash or Cash Equivalents (other than any amount deemed cash under clause (iii)(A) of Section 7.7(a)) received by the Borrower or such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary Subsidiary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Payments subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary the provisions of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset SaleSection 2.11(b).

Asset Sales. Except for Not later than ten (10) Business Days following the receipt of any Net Cash Proceeds of any Asset Sale by any Group Member (other than any issuance or sale of assets required Equity Interests to be sold to conform with governmental requirementsor from Holdings, a Borrower or a Subsidiary Guarantor), the Applicable Reporting EntityBorrowers shall apply an aggregate amount equal to 100% of such Net Cash Proceeds to make prepayments in accordance with Sections 2.10(h) and 2.10(i); provided that: (i) no such prepayment shall be required under this subclause (i) with respect to (A) the disposition of property which constitutes a Casualty Event, or (B) to the extent the Net Cash Proceeds of any Asset Sales or series of related Asset Sales do not result in more than $2,500,000 per twelve (12) month period (the “Asset Sale Threshold” and the Net Cash Proceeds in the case excess of the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of Threshold, the 25% limitation specified above: (a“Excess Net Cash Proceeds”) if any such in Net Cash Proceeds per Asset Sale is in the ordinary course (or series of business related Asset Sales); and (ii) so long as no Event of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject Default shall then exist or would immediately arise therefrom, such proceeds with respect to any such Asset Sale shall not be required to be so applied on such date to the extent that the Borrower Agent shall have notified the Administrative Agent on or prior to such date stating that such Excess Net Cash Proceeds are worn out expected to be reinvested in assets used or are no longer useful or necessary in connection with the operation business of the businesses of the Applicable Reporting Entity or its Subsidiaries; any Group Member (c) if the assets subject to any such Asset Sale are being transferred including pursuant to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (dPermitted Acquisition) if the proceeds from any such Asset Sale (i) areor to be contractually committed to be so reinvested, within twelve (12) months (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within twelve (12) months following receipt thereof) following the date of such Asset Sale; provided, invested that if the Property subject to such Asset Sale constituted Collateral, then all Property purchased or reinvested by otherwise acquired with the Applicable Reporting Entity or any Subsidiary Excess Net Cash Proceeds thereof in a pursuant to this subsection shall be made subject to the first priority perfected Lien (subject to Permitted Business, (iiLiens) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereofapplicable Security Documents in favor of the Collateral Agent, or for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.10 and 5.11; and (iii) are retained by the Applicable Reporting Entity if all or any Subsidiary thereof; or portion of such Excess Net Cash Proceeds is neither reinvested nor contractually committed to be so reinvested within such twelve (e12) ifmonth period (and actually reinvested within eighteen (18) months of the receipt of the Net Cash Proceeds related thereto), prior to any such Asset Sale, both Rating Agencies confirm unused portion shall be applied within ten (10) Business Days after the then-current Borrower’s Applicable Ratings after giving effect to any last day of such Asset Saleperiod as a mandatory prepayment as provided in this Section 2.10(c).

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting EntityThe Company shall not, and in the case of the Guarantor, its Material Subsidiaries, shall not permit any of its Subsidiaries to, directly or indirectly, consummate any Asset Sale, if Sale unless: (a) the aggregate net book value Company or such Subsidiary receives consideration at the time of all such Asset Sales consummated during Sale at least equal to the four calendar quarters immediately preceding any date Fair Market Value of determination would exceed 25the Property subject to such Asset Sale; (b) at least 75% of the total assets of consideration paid to the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any Company or such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any Subsidiary in connection with such Asset Sale is in the ordinary course form of business cash or Cash Equivalents or the assumption by the purchaser of liabilities of the Applicable Reporting Entity Company or any of its Subsidiaries (other than contingent liabilities or liabilities that are by their terms subordinated to the Notes or the applicable Guarantee) as a result of which the Company and its SubsidiariesSubsidiaries are no longer obligated with respect to such liabilities; and (bc) if the assets subject Company delivers an Officers’ Certificate to any the Trustee certifying that such Asset Sale are worn out or are no longer useful or necessary in connection complies with the operation foregoing clauses (a) and (b). The Net Available Cash (or any portion thereof) from Asset Sales may be applied by the Company or any of the businesses of the Applicable Reporting Entity or its Subsidiaries; , to the extent the Company or such Subsidiary elects (cor is required by the terms of any Debt) if the assets subject to reinvest in Additional Assets (including by means of an Investment in Additional Assets by any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if Company with Net Available Cash received by the proceeds Company or another Subsidiary of the Company). Any Net Available Cash from any such an Asset Sale (i) are, not applied in accordance with the preceding paragraph within twelve (12) months 120 days from the date of the receipt of such Net Available Cash shall constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $5.0 million (taking into account income earned on such Excess Proceeds, if any), the Company will be required to make an offer to repurchase (the “Asset SaleSale Offer”) the Notes, invested which offer shall be in the amount of the Allocable Excess Proceeds (rounded to the nearest $100,000), on a pro rata basis according to principal amount, at the Repurchase Amount, in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.02. To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and provided that all holders of Notes have been given the opportunity to tender their Notes for repurchase in accordance with Section 3.02, the Company or reinvested by such Subsidiary may use such remaining amount first to Repay the Applicable Reporting Entity Credit Facilities or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay other Senior Debt of the Applicable Reporting Entity Company or any Subsidiary thereof, Guarantor or (iii) are retained by the Applicable Reporting Entity or Debt of any Subsidiary thereof; or of the Company that is not a Guarantor (e) ifexcluding, prior to in any such Asset Salecase, both Rating Agencies confirm any Debt owed to the then-current Borrower’s Applicable Ratings after giving effect Company or an Affiliate of the Company), and only thereafter, for any purpose permitted by this Indenture, and the amount of Excess Proceeds will be reset to any such Asset Salezero.

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity(a) The Parent will not, and in will not permit any of the Restricted Subsidiaries to, consummate an Asset Sale unless: (1) the Parent (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Guarantor, its Material Subsidiaries, shall not consummate any 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, if ) of the aggregate net book value assets or shares of all such Asset Sales consummated during the four calendar quarters immediately preceding any date Capital Stock of determination would exceed 25a Restricted Subsidiary issued or sold or otherwise disposed of; and (2) at least 75% of the total assets consideration received in the Asset Sale by the Parent or such Restricted Subsidiary, together with the consideration received in all other Asset Sales since the Issue Date (on a cumulative basis), is in the form of cash or Cash Equivalents. For purposes of this provision, each of the Applicable Reporting Entity and its Consolidated Subsidiaries following will be deemed to be cash: (a) any liabilities, as shown on the Parent’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, of the beginning Parent or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or any Note Guarantee) (i) that are assumed by the transferee of any such assets and for which the Applicable Reporting Entity’s most recently ended full fiscal quarter; providedParent or such Restricted Subsidiary, howeveras the case may be, that have been released or indemnified against further liability or (ii) in respect of which neither the Parent nor any Restricted Subsidiary following such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if has any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; obligation; (b) if any securities, notes or other obligations received by the assets subject to Parent or any such Asset Sale Restricted Subsidiary from such transferee that are worn out converted by the Parent or are no longer useful or necessary in connection with such Restricted Subsidiary within 365 days into cash, to the operation extent of the businesses of the Applicable Reporting Entity or its Subsidiaries; cash received in that conversion; (c) if any Designated Noncash Consideration having an aggregate Fair Market Value that, when taken together with all other Designated Noncash Consideration previously received and then outstanding, does not exceed at the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary time of the Applicable Reporting Entityreceipt of such Designated Noncash Consideration (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value) the greater of $300.0 million or 2.0% of Total Assets; and (d) if the proceeds from any such Asset Sale (i) areInvestment, within twelve (12) months of such Asset Salestock, invested asset, property or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt capital expenditure of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior kind referred to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Salein Section 4.10(b)(3).

Asset Sales. Except for Within 365 days after the sale receipt of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity, and in the case of the Guarantor, its Material Subsidiaries, shall not consummate any Net Proceeds from an Asset Sale, if the aggregate net book Company or any Restricted Subsidiary of the Company, as applicable, may apply such Net Proceeds at its option: to repay (A) Indebtedness secured by assets of the Issuers or the Company’s Restricted Subsidiaries (to the extent of the value of all the assets securing such Indebtedness), (B) Obligations under the Credit Agreement or (C) Indebtedness of a Restricted Subsidiary of the Company that is not a Guarantor (to the extent of the value of the assets of such Restricted Subsidiary); or to purchase Replacement Assets. Pending the final application of any such Net Proceeds, the Company or its Restricted Subsidiaries may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. On the 366th day after an Asset Sale or such earlier date, if any, as the Issuers determines not to apply the Net Proceeds relating to such Asset Sales consummated during Sale as set forth in Section 4.10(b) (each such date being referred as an “Excess Proceeds Trigger Date”), such aggregate amount of Net Proceeds that has not been applied on or before the four calendar quarters immediately preceding Excess Proceeds Trigger Date as permitted pursuant to Section 4.10(b) (“Excess Proceeds”) shall be applied by the Issuers to make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes or any date Note Guarantee containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of determination would exceed 25sales of assets, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of the total assets principal amount of the Applicable Reporting Entity Notes and such other pari passu Indebtedness plus accrued and unpaid interest, if any, to the date of purchase, and shall be payable in cash. The Issuers may defer the Asset Sale Offer until there are aggregate unutilized Excess Proceeds equal to or in excess of $30.0 million resulting from one or more Asset Sales, at which time the entire unutilized amount of Excess Proceeds (not only the amount in excess of $30.0 million) shall be applied as provided in Section 4.10(c) of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company and its Consolidated Restricted Subsidiaries as may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any Notes and such other pari passu Indebtedness tendered into such Asset Sale will Offer exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness shall be disregarded for purposes purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the 25% limitation specified above: (a) if any Excess Proceeds subject to such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are shall no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject be deemed to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Salebe Excess Proceeds.

Asset Sales. Except for Not later than the sale tenth Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds (other than any Net Asset Sale Proceeds from any Dispositions of (i) any Equity Interests in Yandy Enterprises LLC and/or (ii) any assets required of Yandy Enterprises LLC, which Net Asset Sale Proceeds will not be subject to be sold to conform with governmental requirementsthis Section 2.10(a)), the Applicable Reporting Entity, Borrower shall prepay the Loans in an aggregate amount equal to such Net Asset Sale Proceeds; provided that (i) so long as no Event of Default shall have occurred and be continuing and (ii) to the extent that aggregate Net Asset Sale Proceeds (excluding any Net Asset Sale Proceeds from any Dispositions of (i) any Equity Interests in Yandy Enterprises LLC and/or (ii) any assets of Yandy Enterprises LLC) from the case of Closing Date through the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any applicable date of determination would do not exceed 25% $25,000,000, the Borrower shall have the option, directly or through one or more of the total Operating Credit Parties or any of their respective Subsidiaries, to invest Net Asset Sale Proceeds (other than the Net Asset Sale Proceeds from an Asset Sale of any Specified Non-Core Asset B) within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long-term productive assets of the Applicable Reporting Entity general type used in the business of Holdings and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; providedSubsidiaries, howeverin capital expenditures, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: in inventory or in other assets (aother than Cash and Cash Equivalents) if any such Asset Sale is used or useful in the ordinary course of business of the Applicable Reporting Entity Borrower and its Subsidiaries; (b) provided that, if at the assets subject to time that any such Asset Sale are worn out prepayment would be required the Borrower is also required to repay or are no longer useful repurchase or necessary in connection to offer to repurchase or repay Senior Secured Debt of the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the terms of the documentation governing such Senior Secured Debt with the operation proceeds of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (isuch Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Asset Sale Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(a) areshall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time, within twelve (12) months with it being agreed that the portion of such Asset Sale, invested or reinvested by net proceeds allocated to the Other Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Reporting Entity or any Subsidiary thereof Indebtedness pursuant to repay Debt of the Applicable Reporting Entity or any Subsidiary terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (iiiand in any event within ten Business Days after the date of such rejection) are retained by be applied to prepay the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm Loans in accordance with the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Saleterms hereof.”

Asset Sales. Except for The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (1) the sale Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets required or Equity Interests issued or sold or otherwise disposed of; and (2) at least 75% of the consideration received by the Company or such Restricted Subsidiary in the Asset Sale and all other Asset Sales since the date of the Base Indenture is in the form of cash, Cash Equivalents or Replacement Assets or a combination thereof. For purposes of this provision, each of the following shall be deemed to be sold to conform with governmental requirementscash: (A) any liabilities, as shown on the Applicable Reporting Entity, and in Company’s most recent consolidated balance sheet (or as would be shown on the case Company’s consolidated balance sheet as of the Guarantordate of such Asset Sale), its Material Subsidiariesof the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a novation agreement that releases the Company or such Restricted Subsidiary from further liability; and (B) any securities, shall not consummate 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, Cash Equivalents or Replacement Assets within 90 days after such Asset Sale, if to the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% extent of the total assets cash, Cash Equivalents or Replacement Assets received in that conversion. Notwithstanding the foregoing, the 75% limitation referred to above shall be deemed satisfied with respect to any Asset Sale in which the cash, Cash Equivalents or Replacement Assets portion of the Applicable Reporting Entity and its Consolidated Subsidiaries as of consideration received therefrom, determined in accordance with the beginning of foregoing provision on an after-tax basis, is equal to or greater than what the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any after-tax proceeds would have been had such Asset Sale will be disregarded for purposes complied with the aforementioned 75% limitation. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the 25% limitation specified above: Company or a Restricted Subsidiary may apply an amount equal to such Net Proceeds: (a1) if any such Asset Sale to purchase Replacement Assets; or (2) to prepay, repay, defease, redeem, purchase or otherwise retire Indebtedness and other Obligations under a Credit Facility or Indebtedness secured by property that is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (ior unless the Merger has occurred, any secured Indebtedness) areand, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; Notwithstanding the foregoing, if within twelve (12) months 365 days after the receipt of such any Net Proceeds from an Asset Sale, invested the Company or reinvested by a Restricted Subsidiary enters into a binding written agreement committing the Applicable Reporting Entity Company or any Subsidiary thereof in a Permitted Businesssuch Restricted Subsidiary, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof subject to repay Debt customary conditions, to an application of funds of the Applicable Reporting Entity kind described in clause (1) above, the Company or such Restricted Subsidiary shall be deemed not to be in violation of the preceding paragraph so long as such application of funds is consummated within 545 days of the receipt of such Net Proceeds. Pending the final application of any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Net Proceeds of an Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect Company may temporarily reduce revolving credit borrowings or otherwise use the Net Proceeds in any manner that is not prohibited by this Supplemental Indenture. An amount equal to any Net Proceeds from Asset Sales that are not applied or invested as provided in the third paragraph of this Section 4.10 will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million (or, if the Merger has been consummated, $100.0 million), within 20 days thereof, the Company shall apply the entire aggregate amount of unutilized Excess Proceeds (not only the amount in excess of $20.0 million (or, if the Merger has been consummated, $100.0 million)) to make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions requiring the Company to make an offer to purchase or redeem with the proceeds of sales of assets in accordance with Section 3.09 hereof to purchase the maximum principal amount of Notes and purchase or redeem such other pari passu Indebtedness that may be purchased or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased or redeemed with Excess Proceeds, plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by this Supplemental Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset SaleSale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Company will select such other pari passu Indebtedness to be purchased or redeemed on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this Section 4.10 or compliance with Section 3.09 hereof or this Section 4.10 would constitute a violation of any such laws or regulations, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliance.

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity(a) The Company shall not, and in shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale 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 Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25assets sold or otherwise disposed of; and (2) at least 75% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; (provided, however, that any with respect to Asset Sales of assets or property that constitutes Collateral, 85%) of the consideration received (net of disposal costs) at the time of such Asset Sale will by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be disregarded for purposes in the form of cash or Cash Equivalents. (b) The Company may apply, or cause such Restricted Subsidiary to apply, the 25% limitation specified above: Net Cash Proceeds relating to each Asset Sale within 365 days (aor earlier, at the Company's option) if any of receipt thereof either: (1) to the extent such Asset Sale is of assets or property that do not constitute first priority Collateral, to repay Indebtedness under the Revolving Credit Facility and permanently reduce a corresponding amount of the availability under the Revolving Credit Facility; (2) to make an investment in properties and assets that replace the properties and assets that were the subject of such Asset Sale or in properties and assets (including Capital Stock) that will be used in the ordinary course of business of the Applicable Reporting Entity Company and its SubsidiariesRestricted Subsidiaries as existing on the Closing Date or in businesses reasonably related, ancillary, incidental or complementary thereto ("REPLACEMENT ASSETS"), provided that to the extent such Net Cash Proceeds were received from an Asset Sale of assets or property that constituted Collateral, such Replacement Assets so acquired shall be owned by the Company (or such Restricted Subsidiary) and shall not be subject to any Liens other than Permitted Collateral Liens and the Company (or such Restricted Subsidiary) shall execute and deliver to the Administrative Agent such Security Documents or other instruments as shall be reasonably necessary to cause such property or assets to become Collateral subject to the Lien of the applicable Security Documents; or (3) a combination of prepayment and investment permitted by the foregoing clauses (1) and (2), as applicable; provided, further, that if the property subject to such Asset Sale constituted Collateral, then all property purchased with the Cash Proceeds thereof pursuant to this Section 6.13(b) shall be made subject to the Lien of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Sections 5.11 and 5.12. (c) Pending the final application of the Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under the Revolving Credit Facility or otherwise invest such Net Cash Proceeds in any manner that is not prohib- ited by this Agreement; except, however, that the Net Cash Proceeds in excess of $5.0 million from Asset Sales of assets or property that constituted Collateral shall be deposited in the Collateral Account pending application of such Net Cash Proceeds. Any such Net Cash Proceeds so deposited shall be promptly disbursed by the Collateral Agent upon notice from the Company so that the Company may apply such Net Cash Proceeds in accordance with the provisions of this Section 6.13. (d) Any Net Cash Proceeds from Asset Sales not applied within 365 days (or earlier, at the Company's option) in accordance with clause (b) if above shall constitute "EXCESS PROCEEDS." When the assets subject to any aggregate amount of Excess Proceeds exceeds $2.0 million, such Asset Sale are worn out or are no longer useful or necessary Excess Proceeds shall be applied as set forth in connection with the operation Section 2.5(a)(ii)(I). Upon completion of the businesses repayment offer set forth in Section 2.5(a)(ii)(I), the amount of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject Excess Proceeds will be deemed to any such Asset Sale are being transferred have been reset to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or zero. (e) ifTo the extent any Collateral is the subject of an Asset Sale permitted under this Section 6.13 or is otherwise sold or disposed of in a manner not prohibited by this Agreement, prior the Collateral so sold or otherwise disposed of shall be so sold or disposed of free and clear of the Liens granted or created by the Security Documents, and the Agents shall take all actions they deem appropriate (to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving extent requested by the Company in writing) in order to effect to any such Asset Salethe foregoing.

Asset Sales. Except for No later than the sale first Business Day following the date of assets required receipt by Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds, Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, (i) so long as no Default or Event of Default shall have occurred and be sold to conform with governmental requirements, the Applicable Reporting Entitycontinuing, and in (ii) to the case of extent that aggregate Net Asset Sale Proceeds from the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if Closing Date through the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any applicable date of determination would do not exceed 25% $10,000,000 in the aggregate (excluding any proceeds from the Old ▇▇▇▇▇▇▇ Sale and Leaseback), Company shall have the option, directly or through one or more of its Subsidiaries, to invest or commit to invest Net Asset Sale Proceeds within three hundred sixty (360) days of receipt thereof (or, four hundred fifty (450) days with respect to the total receipt of proceeds from the Old ▇▇▇▇▇▇▇ Sale and Leaseback) in long-term productive assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is general type used in the ordinary course of business of the Applicable Reporting Entity Company and its Subsidiaries; (b) if the assets subject to provided further, pending any such investment all such Net Asset Sale are worn out or are no longer useful or necessary Proceeds shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in connection Revolving Commitments); provided, further that, with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject respect to any such an Asset Sale are being transferred to of any asset owned by a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from Foreign Subsidiary, any such Net Asset Sale Proceeds in respect thereof which have not been reinvested or committed to be reinvested (the "UNREINVESTED NET ASSET SALE PROCEEDS") shall be applied (i) arefirst, within twelve (12) months to the extent such Unreinvested Net Asset Sale Proceeds may be repatriated to the United States without in the reasonable judgment of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof Company resulting in a Permitted Businessmaterial tax liability to Company in relation to the amount of proceeds to be repatriated, to prepay the Loans and/or permanently reduce the Revolving Commitments as set forth in Section 2.15(b), (ii) are used second, to the extent of any remaining portion of such Unreinvested Net Asset Sale Proceeds, to finance the general corporate purposes of such Foreign Subsidiary so long as the aggregate of all such amounts so applied by all Foreign Subsidiaries with respect to Asset Sales consummated after the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereofClosing Date does not exceed $5,000,000, or and (iii) are third, to the extent of any remaining portion of such Unreinvested Net Asset Sale Proceeds, to prepay the Loans and/or reduce the Revolving Commitments as set forth in Section 2.15(b). Concurrently with any determination by Company that any portion of any Unreinvested Net Asset Sale Proceeds of any Foreign Subsidiary will be applied as described in clause (ii) of the immediately preceding proviso, Company shall deliver to Agent an Officers' Certificate (w) certifying that such Unreinvested Net Asset Sale Proceeds cannot be repatriated to the United States without resulting in a material tax liability to Company and the reasons therefore, (y) specifying the amount of Unreinvested Net Asset Sale Proceeds to be retained by such Foreign Subsidiary as described in said clause (ii) and the Applicable Reporting Entity or any Subsidiary cumulative aggregate amount of all such Unreinvested Net Asset Sale Proceeds so retained by all Foreign Subsidiaries since the date of this Agreement and (z) demonstrating the derivation of the Unreinvested Net Asset Sale Proceeds of the correlative Asset Sale from the gross sales price thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Sale.

Asset Sales. Except TransMontaigne Partners will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (1) TransMontaigne Partners (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of (such Fair Market Value to be determined on the date of contractual agreement to such Asset Sale by the parties thereto and which shall give effect to the assumption by another Person of any liabilities as provided for in clause (2)(A) below; and (2) at least 75% of the consideration received in the Asset Sale by TransMontaigne Partners or such Restricted Subsidiary, together with the consideration received in all other Asset Sales by TransMontaigne Partners or any Restricted Subsidiary since the Issue Date (on a cumulative basis), is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following shall be deemed to be cash: (A) any liabilities, as shown on TransMontaigne Partners’ most recent consolidated balance sheet, of TransMontaigne Partners or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantees) that are assumed by the transferee of any such assets pursuant to a novation agreement that releases TransMontaigne Partners or such Restricted Subsidiary from further liability; (B) any securities, notes or other obligations received by TransMontaigne Partners or any such Restricted Subsidiary from such transferee that are within 180 days after the Asset Sale (subject to ordinary settlement periods), converted by TransMontaigne Partners or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; (C) any Designated Non-cash Consideration received by TransMontaigne Partners or any of its Restricted Subsidiaries in such Asset Sale; provided that the aggregate fair market value of such Designated Non-cash Consideration, taken together with the fair market value at the time of receipt of all other Designated Non-cash Consideration received pursuant to this clause (C) is less than 5.0% of Consolidated Net Tangible 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); (D) any stock or assets of the kind referred to in clauses (2) or (4) of the next succeeding paragraph; and (E) accounts receivable of a business retained by TransMontaigne Partners or any of its Restricted Subsidiaries, as the case may be, following the sale of assets required to be sold to conform with governmental requirementssuch business, provided such accounts receivable (i) are not past due more than 60 days and (ii) do not have a payment date greater than 90 days from the Applicable Reporting Entity, and in the case date of the Guarantor, its Material Subsidiaries, shall not consummate invoices creating such accounts receivable. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, if TransMontaigne Partners (or the aggregate net book value applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds: (1) to repay Senior Indebtedness of TransMontaigne Partners and/or its Restricted Subsidiaries (or to make an offer to repurchase or redeem such Indebtedness, provided that such repurchase or redemption closes within 45 days after the end of such 365-day period); (2) to acquire all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% or substantially all of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; providedof, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Capital Stock of, another Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of TransMontaigne Partners; (3) to make a capital expenditure in respect of a Permitted Business; or (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business. Notwithstanding the foregoing, if within 365 days after the receipt of any Net Proceeds from an Asset Sale, TransMontaigne Partners (or the applicable Restricted Subsidiary, as the case may be) enters into a binding written agreement irrevocably committing TransMontaigne Partners or such Restricted Subsidiary to an application of funds of the kind described in clause (2), (3) or (4) of the preceding paragraph, and as to which the only condition to closing is the receipt of required governmental approvals or, in the case of clause (3), the completion of required construction of the applicable asset(s), then TransMontaigne Partners or such Restricted Subsidiary shall be deemed not to be in violation of the preceding paragraph; provided that such Net Proceeds are so applied pursuant to any such binding agreement within two years after the date of receipt of such Net Proceeds. Pending the final application of any Net Proceeds, TransMontaigne Partners or any Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the 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 second paragraph of this Section 5.10 will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, within five days thereof, the Issuers will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, TransMontaigne Partners may use those Excess Proceeds 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 Trustee shall select the Notes and the representative of such other pari passu Indebtedness will select such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. TransMontaigne Partners 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 each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 4.09 hereof or this Section 5.10, TransMontaigne Partners will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 4.09 hereof or this Section 5.10 by virtue of such compliance.

Asset Sales. Except for No later than the sale fifth Business Day following the date of assets required to be sold to conform with governmental requirementsreceipt by Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds in excess of $2,000,000 from the Closing Date through the applicable date of determination, the Applicable Reporting EntityCompany shall prepay the Term Loans in an aggregate amount equal to such amount of Net Asset Sale Proceeds in excess of $2,000,000 from the Closing Date; 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 Domestic Subsidiaries (or Foreign Subsidiaries to the extent the assets sold were owned by a Foreign Subsidiary), to invest Net Asset Sale Proceeds within three hundred-sixty five (365) days (or, to the extent committed within such 365 day period, within four hundred fifty-five (455) days) of receipt thereof in the case of the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total productive assets of the Applicable Reporting Entity general type used in the business of the Company and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; providedor, however, that any if such Net Asset Sale will be disregarded for purposes Proceeds constitute the proceeds of the 25% limitation specified above: (a) if any such Asset Sale is in inventory disposed of outside of the ordinary course of business of business, to purchase replacement inventory for the Applicable Reporting Entity Company and its Domestic Subsidiaries or Foreign Subsidiaries, as applicable; (b) if the assets subject to provided further, pending any such investment all such Net Asset Sale are worn out or are no longer useful or necessary Proceeds shall be applied to prepay U.S. Revolving Loans to the extent outstanding (without a reduction in connection with U.S. Revolving Commitments). Notwithstanding anything to the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale contrary herein, (i) arein the event of the sale of Chicago Real Property, the Net Asset Sale Proceeds thereof shall not be subject to this Section 2.15(a) to the extent that such proceeds are used to consummate Permitted Acquisitions pursuant to Section 6.9(e) or for plant relocation purposes (moving, facility improvement and related expenses) without time limit, provided, that, within twelve (12) months 180 days of the receipt of such Asset Saleproceeds, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in Company shall deliver to the Administrative Agent a Permitted Business, certificate setting forth a schedule and estimated costs for such plant relocation and (ii) in the event of the sale of the B▇▇▇ Fitness Business Unit, the Net Asset Sale Proceeds thereof shall not be subject to this Section 2.15(a) to the extent that such proceeds are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior consummate Permitted Acquisitions pursuant to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset SaleSection 6.9(e).

Asset Sales. Except for The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i) the sale Company (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 of the assets required or Equity Interests issued or sold or otherwise disposed of; (ii) such fair market value is determined by the Company's Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following shall be deemed to be sold to conform with governmental requirementscash: (A) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), the Applicable Reporting Entity, and in the case of the GuarantorCompany or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) 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; (B) 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 (to the extent of the cash received in that conversion); and (C) any Designated Noncash Consideration received by the Company or any of its Material SubsidiariesRestricted Subsidiaries in such Asset Sale having an aggregate fair market value, shall taken together with all other Designated Noncash Consideration received since the date of this Indenture pursuant to this clause (C) that is at that time outstanding, not consummate to exceed 10% of Total Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value). Within 365 days after the receipt of any Net Proceeds from an Asset Sale, if the aggregate net book value of all Company may apply such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and Net Proceeds at its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale option: (i) areto repay Senior Debt (and to correspondingly reduce commitments if the Senior Debt repaid is revolving credit borrowings); (ii) to acquire all or substantially all of the assets of, within twelve or a majority of the Voting Stock of, another Permitted Business; (12iii) months of such Asset Sale, invested to make a capital expenditure; and/or (iv) to acquire assets that are used or reinvested by the Applicable Reporting Entity or any Subsidiary thereof useable in a Permitted Business. Pending the final application of any such Net Proceeds, (ii) 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 used by not applied or invested as provided in the Applicable Reporting Entity preceding paragraph will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or any Subsidiary thereof redeem with the proceeds of sales of assets to repay Debt purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Applicable Reporting Entity or Excess Proceeds. The offer price in any Subsidiary thereofAsset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest and Liquidated Damages, or (iii) are retained if any, to the date of purchase, and will be payable in cash. If 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 Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset SaleSale Offer exceeds the amount of Excess Proceeds, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect Trustee shall select the Notes and such other pari passu Indebtedness to any such be purchased on a pro rata basis. Upon completion of each Asset SaleSale Offer, the amount of Excess Proceeds shall be reset at zero.

Asset Sales. Except for The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (1) the sale Company (or the Restricted Subsidiary, as the case may be) receives consideration 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), as determined in good faith by the Company, of the assets required 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. For purposes of this provision, each of the following will be deemed to be sold to conform with governmental requirementscash: (A) any liabilities, as shown on the Applicable Reporting EntityCompany’s most recent consolidated balance sheet, and in the case of the GuarantorCompany or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets and the Company or such Restricted Subsidiary is released from further liability; (B) any securities, its Material Subsidiaries, shall not consummate 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 after such Asset Sale, to the extent of the cash received in that conversion; (C) any Designated Non-cash Consideration received by the Company or such Restricted 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) that is at that time outstanding, not to exceed the greater of (i) $115.0 million or (ii) 3.0% of Total Assets, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and with giving effect to subsequent changes in value; and (D) any stock or assets of the kind referred to in clauses (2) or (4) of the next paragraph of this Section 4.10. Any Asset Sale pursuant to a condemnation, appropriation or other similar taking, including by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Permitted Lien or exercise by the related lienholder of rights with respect to any of the foregoing, including by deed or assignment in lieu of foreclosure, will not be required to satisfy the conditions set forth in the preceding paragraph. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds, at its option: (1) (x) to repay, prepay or permanently reduce Pari Passu Obligations other than the Notes (and, if the aggregate net book value of all Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto); provided that if the Company or any Restricted Subsidiary will so repay, prepay or permanently reduce any such Pari Passu Obligations (other than the Notes), the Company shall equally and ratably reduce Obligations under the Notes through an “Optional Redemption,” open-market purchases or in privately negotiated transactions at market prices (which may be below par) or in connection with an Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25Sale Offer at a purchase price equal to 100% of the total assets principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the principal amount of the Applicable Reporting Entity and its Consolidated Subsidiaries Notes to be repurchased to the repurchase date, (y) (i) to redeem the Notes as provided under Section 3.07, or (ii) to make an offer (in accordance with the procedures set forth herein for an Asset Sale Offer) to all Holders to purchase their Notes at a purchase price equal to 100% of the beginning principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the principal amount of the Applicable Reporting Entity’s most recently ended full fiscal quarter; providedNotes to be repurchased to the repurchase date, howeverit being understood that if such offer is made but any Holders decline, that any such Asset Sale it will be disregarded for purposes of the 25% limitation specified above: satisfy this requirement or (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (bz) if the assets subject to any such or property disposed of in the Asset Sale are worn out were not Collateral, to repay any Indebtedness of a Restricted Subsidiary that is not a Guarantor; (2) to acquire all or are no longer useful or necessary in connection with the operation substantially all of the businesses assets of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a another Permitted Business, (ii) are used by the Applicable Reporting Entity or to acquire any Subsidiary thereof to repay Debt Capital Stock of the Applicable Reporting Entity or any Subsidiary thereofanother Permitted Business, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company; (3) to make a capital expenditure; (4) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or (5) any combination of the foregoing clauses (1) through (4). In the case of clauses (2) and (4) above, the Company will be deemed to have complied with its obligations in the preceding paragraph if it enters into a binding commitment to acquire such assets or Capital Stock prior to 360 days after the receipt of the applicable Net Proceeds; provided that such binding commitment will be subject only to customary conditions and such acquisition is completed within 180 days following the expiration of the aforementioned 360 day period. If the acquisition contemplated by such binding commitment is not consummated on or before such 180th day, and the Company has not applied the applicable Net Proceeds for another purpose permitted by the preceding paragraph on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds. Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset SaleSales that are not applied or invested as provided in the second paragraph of this Section 4.10 will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, within 30 days thereof, the Company will make an Asset Sale Offer to all Holders, and all other Pari Passu Obligations which require such offer pursuant to provisions similar to those set forth in this Indenture with respect to offers, to purchase, prepay or redeem with the proceeds of sales of assets, to purchase, prepay or redeem the maximum principal amount of Notes and such other Pari Passu Obligations (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other Pari Passu Obligations tendered into (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other Pari Passu Obligations to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Any Asset Sale Offer will be made in compliance with all applicable laws, rules and regulations, including, if applicable, Regulation 14e-1 under the Exchange Act and the rules 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 Section 4.10, the Company’s compliance with those laws and regulations will not in and of itself cause a breach of its obligations under this Section 4.10.

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting EntityThe Company shall not, and in the case of the Guarantor, its Material Subsidiaries, shall not permit any of its Subsidiaries to, directly or indirectly, consummate any Asset Sale, if Sale unless: (a) the aggregate net book value Company or such Subsidiary receives consideration at the time of all such Asset Sales consummated during Sale at least equal to the four calendar quarters immediately preceding any date Fair Market Value of determination would exceed 25the Property subject to such Asset Sale; (b) at least 75% of the total assets of consideration paid to the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any Company or such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any Subsidiary in connection with such Asset Sale is in the ordinary course form of business cash or Cash Equivalents or the assumption by the purchaser of liabilities of the Applicable Reporting Entity Company or any of its Subsidiaries (other than contingent liabilities or liabilities that are by their terms subordinated to the Notes or the applicable Guarantee) as a result of which the Company and its SubsidiariesSubsidiaries are no longer obligated with respect to such liabilities; and (bc) if the assets subject Company delivers an Officers’ Certificate to any the Trustee certifying that such Asset Sale are worn out or are no longer useful or necessary in connection complies with the operation foregoing clauses (a) and (b). The Net Available Cash (or any portion thereof) from Asset Sales may be applied by the Company or any of the businesses of the Applicable Reporting Entity or its Subsidiaries; , to the extent the Company or such Subsidiary elects (cor is required by the terms of any Debt) if the assets subject to reinvest in Additional Assets (including by means of an Investment in Additional Assets by any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if Company with Net Available Cash received by the proceeds Company or another Subsidiary of the Company). Any Net Available Cash from any such an Asset Sale (i) are, not applied in accordance with the preceding paragraph within twelve (12) months 120 days from the date of the receipt of such Net Available Cash shall constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $5.0 million (taking into account income earned on such Excess Proceeds, if any), the Company will be required to make an offer to repurchase (the “Asset SaleSale Offer”) the Notes, invested which offer shall be in the amount of the Allocable Excess Proceeds (rounded to the nearest $100,000), on a pro rata basis according to principal amount, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest if any to the Purchase Date (subject to the right of holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.07. To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and provided that all holders of Notes have been given the opportunity to tender their Notes for repurchase in accordance with Section 3.07, the Company or reinvested by such Subsidiary may use such remaining amount first to Repay the Applicable Reporting Entity Credit Facilities or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay other Senior Debt of the Applicable Reporting Entity Company or any Subsidiary thereof, Guarantor or (iii) are retained by the Applicable Reporting Entity or Debt of any Subsidiary thereof; or of the Company that is not a Guarantor (e) ifexcluding, prior to in any such Asset Salecase, both Rating Agencies confirm any Debt owed to the then-current Borrower’s Applicable Ratings after giving effect Company or an Affiliate of the Company), and only thereafter, for any purpose permitted by this Indenture, and the amount of Excess Proceeds will be reset to any such Asset Salezero.

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting EntityThe Company shall not, and in the case of the Guarantor, its Material Subsidiaries, shall not permit any of its Subsidiaries to, directly or indirectly, consummate any Asset Sale, if Sale unless: (1) the aggregate net book value Company or such Subsidiary receives consideration at the time of all such Asset Sales consummated during Sale at least equal to the four calendar quarters immediately preceding any date Fair Market Value of determination would exceed 25the Property subject to such Asset Sale; (2) at least 75% of the total assets of consideration paid to the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any Company or such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any Subsidiary in connection with such Asset Sale is in the ordinary course form of business cash or Cash Equivalents or the assumption by the purchaser of liabilities of the Applicable Reporting Entity Company or any of its Subsidiaries (other than contingent liabilities or liabilities that are by their terms subordinated to the Notes or the applicable Guarantee) as a result of which the Company and its SubsidiariesSubsidiaries are no longer obligated with respect to such liabilities; and (b3) if the assets subject Company delivers an Officers’ Certificate to any the Trustee certifying that such Asset Sale are worn out or are no longer useful or necessary in connection complies with the operation foregoing clauses (a) and (b). The Net Available Cash (or any portion thereof) from Asset Sales may be applied by the Company or any of the businesses of the Applicable Reporting Entity or its Subsidiaries; , to the extent the Company or such Subsidiary elects (cor is required by the terms of any Debt) if the assets subject to reinvest in Additional Assets (including by means of an Investment in Additional Assets by any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if Company with Net Available Cash received by the proceeds Company or another Subsidiary of the Company). Any Net Available Cash from any such an Asset Sale not applied in accordance with the preceding paragraph within 180 days (ior 270 days in the case of Asset Sale relating to real property) are, within twelve (12) months from the date of the receipt of such Net Available Cash shall constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $5.0 million (taking into account income earned on such Excess Proceeds, if any), the Company will be required to make an offer to repurchase (the “Asset SaleSale Offer”) the Notes, invested which offer shall be in the amount of the Allocable Excess Proceeds (rounded to the nearest $100,000), on a pro rata basis according to principal amount, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest if any to the Purchase Date (subject to the right of holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.07. To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and provided that all holders of Notes have been given the opportunity to tender their Notes for repurchase in accordance with Section 3.07, the Company or reinvested by such Subsidiary may use such remaining amount first to Repay the Applicable Reporting Entity Credit Facilities or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay other Senior Debt of the Applicable Reporting Entity Company or any Subsidiary thereof, Guarantor or (iii) are retained by the Applicable Reporting Entity or Debt of any Subsidiary thereof; or of the Company that is not a Guarantor (e) ifexcluding, prior to in any such Asset Salecase, both Rating Agencies confirm any Debt owed to the then-current Borrower’s Applicable Ratings after giving effect Company or an Affiliate of the Company), and only thereafter, for any purpose permitted by this Indenture, and the amount of Excess Proceeds will be reset to any such Asset Salezero.

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting EntityBorrower will not, and in the case of the Guarantorwill not permit any Subsidiary to, its Material Subsidiariesdirectly or indirectly, shall not consummate any Asset Sale, if Sale unless: (1) Borrower or such Subsidiary receives consideration at least equal to the aggregate net book value Fair Market Value (such Fair Market Value to be determined at the time of all contractually agreeing to such Asset Sales consummated during Sale or, in circumstances where Borrower or such Subsidiary grants a third party the four calendar quarters immediately preceding any right to purchase an asset, the date of determination would exceed 25such grant) of the assets included in such Asset Sale; and (2) (a) at least 75% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any consideration in such Asset Sale will be disregarded consists of cash or Cash Equivalents or (b) the Fair Market Value of all forms of consideration other than cash and Cash Equivalents received for all Asset Sales since the Closing Date does not exceed in the aggregate 10.0% of the Consolidated Tangible Assets of Borrower at the time such determination is made. For purposes of clause (2), the 25% limitation specified above: following shall be deemed to be cash: (a) if the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness, Disqualified Equity Interests, or Indebtedness owed to an Affiliate of Borrower) of Borrower or such Subsidiary that is delivered to Borrower or such Subsidiaries as consideration for such Asset Sale and promptly retired or extinguished without payment, or that is expressly assumed by the transferee of any such assets pursuant to (i) a written novation agreement that releases Borrower or such Subsidiary from further liability therefor or (ii) an assignment agreement that includes, in lieu of such a release, the ordinary course of business agreement of the Applicable Reporting Entity transferee or its parent company to indemnify and its Subsidiaries; hold harmless Borrower or such Subsidiary from and against any loss, liability or cost in respect of such assumed liability, (b) if the assets subject to amount of any obligations received from such transferee that are within 180 days after such Asset Sale are worn out converted by Borrower or are no longer useful or necessary in connection with such Subsidiary into cash (to the operation extent of the businesses of the Applicable Reporting Entity or its Subsidiaries; cash actually so received), and (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary Fair Market Value of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve any assets (12other than securities) months of such Asset Sale, invested or reinvested received by the Applicable Reporting Entity Borrower or any Subsidiary thereof to be used by it in a Permitted Business, (ii) are used Equity Interests acquired in a person that is a Subsidiary or in a person engaged in a Permitted Business that shall become a Subsidiary immediately upon the acquisition of such person by the Applicable Reporting Entity Borrower or any a Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained a combination of (i) and (ii). If at any time any non-cash consideration received by Borrower or any Subsidiary, 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 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 the Net Available Proceeds thereof shall be applied in accordance with this covenant. Any Asset Sale pursuant to a condemnation, appropriation or other similar taking, including by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Permitted Lien or exercise by the Applicable Reporting Entity 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 (1) and (2) of the first paragraph of this covenant. Notwithstanding the foregoing, the 75% limitation referred to above shall be deemed satisfied with respect to any Asset Sale in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. If Borrower or any Subsidiary thereof; engages in Asset Sales in an aggregate amount in excess of $25,000,000 in any year, Borrower shall prepay the Obligations as set forth in Section 2.10(c). Notwithstanding the foregoing, the sale, conveyance or (e) ifother disposition of all or substantially all of the assets of Borrower and its Subsidiaries, prior to any such Asset Saletaken as a whole, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Salewill be governed by Section 6.05 and not by this Section.

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity(a) The Issuers and BP I will not, and in the case of the Guarantorwill not permit any Restricted Subsidiaries to, its Material Subsidiaries, shall not consummate any cause or make an Asset Sale, if unless (x) an Issuer, BP I or any Restricted Subsidiaries, as the aggregate net book value case may be, receives consideration at the time of all such Asset Sales consummated during Sale at least equal to the four calendar quarters immediately preceding any date Fair Market Value of determination would exceed 25the assets sold or otherwise disposed of, and (y) at least 75% of the total assets consideration therefor received by an Issuer, BP I or such Restricted Subsidiary, as the case may be, is in the form of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarterCash Equivalents; provided, however, that for purposes of clause (y) the amount of: (i) any liabilities (as shown on an Issuer’s, BP I’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of an Issuer, BP I or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Senior Notes or any Senior Note Guarantee) that are assumed by the transferee of any such assets, (ii) any notes or other obligations or other securities or assets received by an Issuer, BP I or such Restricted Subsidiary from such transferee that are converted by an Issuer, BP I or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received), and (iii) any Designated Non-cash Consideration received by an Issuer, BP I or any 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) that is at that time outstanding, not to exceed 1.25% 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 be deemed to be Cash Equivalents for the purposes of this Section 4.06(a). (a) Within 12 months after an Issuer, BP I or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, an Issuer, BP I or such Restricted Subsidiary may apply the Net Proceeds from such Asset Sale, at its option: (i) to repay (A) Obligations constituting Secured Indebtedness (and, if such Indebtedness repaid is under a revolving credit facility, to correspondingly reduce commitments with respect thereto), (B) Obligations constituting Senior Indebtedness (other than Secured Indebtedness) (and, if such Indebtedness repaid is under a revolving credit facility, to correspondingly reduce commitments with respect thereto); provided, however, that if any such Senior Indebtedness described in this clause (B) other than the Senior Notes are repaid with the Net Proceeds of any Asset Sale, the Issuers will equally and ratably reduce Obligations under the Senior Notes through open-market purchases (provided, however that such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, the pro rata principal amount of Senior Notes or (C) Obligations constituting Indebtedness of a Restricted Subsidiary of BP I that is not an Issuer or a Senior Note Guarantor, in the case of each of clauses (A), (B) and (C), other than Indebtedness owed to RGHL or its Affiliates; (ii) to make an investment in any one or more businesses (provided, however, that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of BP I if it is not already a Restricted Subsidiary of BP I), assets, or property or capital expenditures (including refurbishments), in each case used or useful in a Similar Business; or (iii) to make an investment in any one or more businesses (provided, however, that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of BP I), properties or assets that replace the properties and assets that are the subject of such Asset Sale. In the case of Sections 4.06(b)(ii) and (iii), a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment; provided, however, that in the event such binding commitment is later canceled or terminated for any reason before such Net Proceeds are so applied, an Issuer, BP I or such Restricted Subsidiary enters into another binding commitment (a “Second Commitment”) within nine months of such cancellation or termination of the prior binding commitment; provided, further, however, that an Issuer, BP I or such Restricted Subsidiary may only enter into a Second Commitment under the foregoing provision one time with respect to each Asset Sale. Pending the final application of any such Net Proceeds, an Issuer, BP I or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Proceeds in any manner not prohibited by this Senior Notes Indenture. Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in the immediately two preceding paragraphs (it being understood that any portion of such Net Proceeds used to make an offer to purchase Senior Notes, as described in clause (i) of this Section 4.06(b), shall be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds (determined by adding all Excess Proceeds since the Issue Date) exceeds €20,000,000, the Issuers shall make an offer to all Holders of Senior Notes (and, at the option of the Issuers, to holders of any Senior Indebtedness of an Issuer or Senior Note Guarantor or any other Indebtedness of a Restricted Subsidiary of BP I that is not an Obligor) (an “Asset Sale Offer”) to purchase on a pro rata basis the maximum principal amount of Senior Notes (and such Senior Indebtedness and other Indebtedness), that is at least $2,000 and 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 (or, in the event such Senior Indebtedness or other Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest (or, in respect of such Senior Indebtedness or other Indebtedness, such lesser price, if any, as may be provided for by the terms of such Senior Indebtedness or other Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Senior Notes Indenture. The Issuers will commence an Asset Sale Offer with respect to Excess Proceeds within ten (10) Business Days after the date that Excess Proceeds exceed €20,000,000 by mailing (or otherwise delivering in accordance with applicable DTC procedures) the notice required pursuant to the terms of this Senior Notes Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Senior Notes (and such Senior Indebtedness or other Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, an Issuer, BP I or such Restricted Subsidiary may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Senior Notes (and such Senior Indebtedness or other Indebtedness) surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Senior Notes to be purchased in the manner described below. Upon completion of any such Asset Sale will Offer, the amount of Excess Proceeds shall be disregarded for purposes of reset at zero. An Asset Sale Offer need not be made by the 25% limitation specified above: (a) if any such Issuers until the date that is 12 months after the date on which an Asset Sale is made, the proceeds of which, in aggregate with all funds not applied in accordance with this Section 4.06 or the ordinary course subject of business of the Applicable Reporting Entity and its Subsidiaries; an Asset Sale Offer, exceed €20,000,000. (b) if The Issuers will comply with the assets subject requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to any the extent such Asset Sale laws or regulations are worn out or are no longer useful or necessary applicable in connection with the operation repurchase of the businesses Senior Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Applicable Reporting Entity or provisions of this Senior Notes Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached its Subsidiaries; obligations described in this Senior Notes Indenture by virtue thereof. (c) if the assets subject If more Senior Notes (and such Senior Indebtedness or other Indebtedness) are tendered pursuant to any such an Asset Sale Offer than the Issuers are being transferred required to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) arepurchase, within twelve (12) months selection of such Asset Sale, invested or reinvested Senior Notes for purchase will be made by the Applicable Reporting Entity Trustee on a pro rata basis, to the extent practicable and in compliance with the requirements of DTC, and any stock exchange on which the Senior Notes are then admitted to trading; provided, however, that no Senior Notes of $2,000 or any Subsidiary thereof less shall be purchased in a Permitted Business, (ii) are used by part. Selection of such Senior Indebtedness or other Indebtedness will be made pursuant to the Applicable Reporting Entity terms of such Senior Indebtedness or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Saleother Indebtedness.

Asset Sales. Except for No later than the sale first Business Day following the date of assets required receipt by any Note Party or any of its Subsidiaries of any Net Asset Sale Proceeds (it being understood that such Net Asset Sale Proceeds shall be deposited into a Controlled Account on the same Business Day as receipt thereof), Company shall prepay the Notes in an aggregate amount equal to such Net Asset Sale Proceeds; provided, that (i) so long as no Default or Event of Default shall have occurred and be sold to conform with governmental requirements, the Applicable Reporting Entitycontinuing, and in (ii) to the case of extent that aggregate Net Asset Sale Proceeds from the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if Closing Date through the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any applicable date of determination would do not exceed 25% $500,000, upon delivery of a written notice to Purchasers, Company shall have the total option, directly or through one or more Subsidiaries, to invest Net Asset Sale Proceeds (the “Asset Sale Reinvestment Amounts”) in (1) long-term productive assets of the Applicable Reporting Entity general type used in the business of Company if such assets are purchased or constructed within one hundred eighty (180) days following receipt of such Net Asset Sale Proceeds (and its Consolidated Subsidiaries so long as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such individual or aggregate investment in the amount of $500,000 or more has been consented to by Requisite Purchasers) or (2) Permitted Acquisitions if (x) a definitive purchase agreement with respect to such Permitted Acquisition is executed within one hundred twenty (120) days following receipt of such Net Asset Sale will be disregarded for purposes Proceeds and (y) the transaction contemplated by such purchase agreement is consummated within one hundred eighty (180) days of the 25% limitation specified above: (a) if receipt thereof; provided further, pending any such reinvestment all Asset Sale is Reinvestment Amounts shall, if requested by Requisite Purchasers, be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Requisite Purchasers. In the ordinary course of business of event that the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale Reinvestment Amounts are worn out or are no longer useful or necessary in connection with not reinvested by Company prior to the operation earliest of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months the last day of such Asset Saleone hundred twenty (120) day period (if, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in with respect to a Permitted BusinessAcquisition, a definitive purchase agreement therefor has not been executed in accordance with the other provisions of this Agreement), (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof last day of such one hundred eighty (180) day period (if, with respect to repay Debt a Permitted Acquisition, a definitive purchase agreement therefor has been executed but the transactions contemplated thereby have not been consummated in accordance with the other provisions of the Applicable Reporting Entity or any Subsidiary thereofthis Agreement), or and (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) ifdate of the occurrence of an Event of Default, prior to any such Asset Sale, both Rating Agencies confirm Sale Reinvestment Amounts shall be applied to the then-current Borrower’s Applicable Ratings after giving effect to any such Asset SaleObligations as set forth in Section 2.14(b).

Asset Sales. Except for Within 365 days after the sale receipt of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity, and in the case of the Guarantor, its Material Subsidiaries, shall not consummate any Net Proceeds from an Asset Sale, the Issuers or Restricted Subsidiary of the Issuers, as applicable, may apply such Net Proceeds at its option: (i) to repay (x) Obligations under the Notes or any other Pari Passu Indebtedness (including under the Credit Agreement), provided that (A) to the extent that the terms of any such other Pari Passu Indebtedness (other than the Notes), as such terms are in effect on the Issue Date, require that such other Pari Passu Indebtedness be repaid with the Net Proceeds from an Asset Sale prior to repayment of the Notes, the Issuers or any Restricted Subsidiary shall be entitled to repay such other Pari Passu Indebtedness pursuant to this clause (i) prior to repaying the Notes, and (B) subject to the foregoing clause (A), if the aggregate net book value Issuers shall so repay any such Pari Passu Indebtedness (other than the Notes), they will, on a ratable basis, make an offer (in accordance with the procedures set forth below for an Asset Sale Offer (as defined below) to all Holders of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25Notes to purchase at a purchase price equal to 100% of the total principal amount thereof, plus accrued and unpaid interest, if any, the pro rata principal amount of the Notes, or (y) Indebtedness of a Restricted Subsidiary of the Company that is not a Guarantor (to the extent of the value of the assets of such Restricted Subsidiary); or (ii) to purchase Replacement Assets (provided that such Replacement Assets shall be pledged as Collateral under the Applicable Reporting Entity Security Documents and its Consolidated Subsidiaries as in accordance with the Indenture and the Security Documents substantially simultaneously with such purchase to the extent that the assets the subject of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes constituted Collateral). Pending the final application of any such Net Proceeds, the 25% limitation specified above: (a) Company or such Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. On the 366th day after an Asset Sale or such earlier date, if any any, as the Issuers determine not to apply the Net Proceeds relating to such Asset Sale is as set forth in Section 4.10(b) (each such date being referred as an “Excess Proceeds Trigger Date”), such aggregate amount of Net Proceeds that has not been applied on or before the Excess Proceeds Trigger Date as permitted pursuant to Section 4.10(b) (“Excess Proceeds”) shall be applied by the Issuers to make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Pari Passu Indebtedness containing provisions similar to those set forth in the ordinary course Indenture with respect to offers to purchase with the proceeds of business sales of assets, to purchase the maximum principal amount of Notes and such other Pari Passu Indebtedness that may be purchased out of the Applicable Reporting Entity Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of the principal amount of the Notes and such other Pari Passu Indebtedness plus accrued and unpaid interest, if any, to the date of purchase, and shall be payable in cash. The Issuers may defer the Asset Sale Offer until there are aggregate unutilized Excess Proceeds equal to or in excess of $30.0 million resulting from one or more Asset Sales, at which time the entire unutilized amount of Excess Proceeds (not only the amount in excess of $30.0 million) shall be applied as provided in Section 4.10(c) of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company and its Subsidiaries; (b) if Restricted Subsidiaries may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the assets subject to any aggregate principal amount of Notes and such other Pari Passu Indebtedness tendered into such Asset Sale are worn out or are no longer useful or necessary in connection with Offer exceeds the operation amount of Excess Proceeds, the businesses Notes and such other Pari Passu Indebtedness shall be purchased on a pro rata basis based on the principal amount of Notes and such other Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the Applicable Reporting Entity or its Subsidiaries; (c) if the assets Excess Proceeds subject to any such Asset Sale are being transferred shall no longer be deemed to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Salebe Excess Proceeds.

Asset Sales. Except (a) The Company will not consummate an Asset Sale (including a Sale of MobiFon Equity) unless: (1) such Asset Sale complies with Section 4.17 of this Indenture; (2) the Company receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the Equity Interests sold or otherwise disposed of; (3) the Fair Market Value is determined by the Company's Board and evidenced by a resolution of the Board set forth in an Officers' Certificate delivered to the Trustee; and (4) the consideration received in the Asset Sale by the Company is in the form of cash or Cash Equivalents. For purposes of this provision, "cash" will include: (A) any securities, notes or other obligations received by the Company from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Company into cash, to the extent of the cash received in that conversion; and (B) Notes delivered to the Company and redelivered by the Company to the Trustee for cancellation. When the sale aggregate amount of Net Proceeds received from one or more Sales of MobiFon Equity ("MobiFon Proceeds") exceeds $3.5 million, the Company will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets required in accordance with Section 3.09 hereof to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the MobiFon Proceeds. The offer price in such Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. If any MobiFon Proceeds remain after consummation of an Asset Sale Offer, the Company and its Subsidiaries may use such amounts ("Eligible MobiFon Proceeds") 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 MobiFon Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be sold to conform with governmental requirements, the Applicable Reporting Entity, and in the case purchased on a pro rata basis. Upon completion of the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale Offer, the amount of MobiFon Proceeds shall be reset at zero. (b) The Company will be disregarded for purposes not permit any of the 25% limitation specified above: its Subsidiaries to consummate an Asset Sale unless: (a1) if any such Asset Sale complies with Section 4.17 of this Indenture; (2) the Subsidiary receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; (3) the Fair Market Value is determined by the Company's Board and evidenced by a resolution of the Board set forth in an Officers' Certificate delivered to the Trustee; and (4) at least 75% of the consideration received in the Asset Sale by such Subsidiary is in the ordinary course form of business cash or Cash Equivalents. For purposes of this provision, each of the Applicable Reporting Entity and its Subsidiaries; following will be deemed to be cash: (bA) if any liabilities, as shown on the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation Company's most recent consolidated balance sheet, of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity Company or any Subsidiary thereof (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets pursuant to an agreement that releases the Company or such Subsidiary from further liability; (B) any securities, notes or other obligations received by any such Subsidiary from such transferee that are converted by such Subsidiary into cash, to the extent of the cash received in that conversion, within 90 days after the date of receipt; and (C) any stock or assets of the kind referred to in clauses (2), (3) or (5) of the next paragraph of this Section 4.10. Within 360 days after the receipt of any Net Proceeds from an Asset Sale by MobiFon or one of its Subsidiaries, the Company or the applicable Subsidiary may apply those Net Proceeds: (1) to the repayment of Indebtedness incurred pursuant to Section 4.09(b)(1) and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (2) to the acquisition of any Capital Stock of MobiFon by the Company if the consideration paid in such acquisition does not exceed the Fair Market Value of the Capital Stock acquired; (3) to the acquisition by MobiFon or a Subsidiary of MobiFon of all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such acquisition of Capital Stock, the Permitted Business will be or become a Subsidiary of MobiFon; (4) to the making of a Capital Expenditure by MobiFon or a Subsidiary of MobiFon or payments in respect of UMTS License Costs; or (5) to the acquisition by MobiFon or a Subsidiary of MobiFon of other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business. Pending the final application of any such Net Proceeds, MobiFon or its Subsidiaries may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset SaleSales (other than a Sale of MobiFon Equity) that are not applied or invested as provided in the preceding paragraph will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with Section 3.09 hereof to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in such Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company and its Subsidiaries may use such Excess Proceeds 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 Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (c) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Sections 3.09 or 4.10 of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under those provisions of this Indenture by virtue of such conflict.

Asset Sales. Except for Not later than the sale 10th Business Day following the date of assets required to be sold to conform with governmental requirementsreceipt by the Borrower or any Restricted Subsidiary of any Net Proceeds in respect of any Asset Sale, the Applicable Reporting EntityBorrower shall prepay the Borrowings in an aggregate amount equal to 100% of such Net Proceeds (excluding therefrom, and however, in the case of the Guarantor, its Material Subsidiaries, shall not consummate any Asset SaleSale involving any ABL Priority Collateral (whether in the form of a direct sale, if transfer or other disposition of such ABL Priority Collateral or a sale, transfer or other disposition of Equity Interests in any Restricted Subsidiary owning such ABL Priority Collateral) that secures any Permitted Revolving Indebtedness at the time such Asset Sale occurs, the portion of such Net Proceeds attributable to the fair value of such ABL Priority Collateral (net of any related transferred liabilities, in each case as determined reasonably and in good faith by an Authorized Officer of the Borrower)); provided that (i) no such prepayment shall be required to be made (but, in the sole discretion of the Borrower, may be made) until and unless the aggregate net book value amount of Net Proceeds in respect of all such Asset Sales consummated during exceed the four calendar quarters immediately preceding any date greater of determination would exceed 25(A) $10,000,000 and (B) 16.7% of Consolidated Adjusted EBITDA for the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; providedTest Period, howeverin any Fiscal Year, that any at which time the prepayment shall be required to be made only with respect to such Asset Sale will be disregarded for purposes Net Proceeds in excess of such annual amount, and (ii) the Borrower may, prior to the date of the 25% limitation required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified above: (ain such certificate) if any such Asset Sale is to be used to restore, rebuild, repair, construct, improve, replace or otherwise acquire assets useful in the ordinary course of business of the Applicable Reporting Entity Borrower and its Subsidiaries; the Restricted Subsidiaries or to be applied to consummate an Acquisition (b) if provided that to the assets extent of the fair value of any Term Priority Collateral subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (as determined reasonably and in good faith by an Authorized Officer of the Borrower), the assets to be reinvested in or to be acquired as part of such Acquisition shall constitute Term Priority Collateral), in each case, within 365 days after the receipt of such Net Proceeds, in which case during such period the Borrower shall not be required to make such prepayment to the extent of the amount set forth in such certificate; provided further that any such Net Proceeds that are not so reinvested or applied by the end of such period (or, if by the end of such 365-day period the Borrower or one or more Restricted Subsidiaries shall have entered into a binding agreement with a third party to acquire such assets or to consummate an Acquisition, within a period of 180 days thereafter) shall be applied to prepay the Borrowings promptly upon the expiration of such period. Notwithstanding the foregoing, the Borrower may use a portion of any Net Proceeds in respect of any Asset Sale that would otherwise be required pursuant to this Section 2.14(a) to be applied to prepay the Borrowings to prepay, repurchase or redeem any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness but only to the extent such Permitted Pari Passu Secured Indebtedness pursuant to the terms thereof is required to be (or is required to be offered to the holders thereof to be) prepaid, repurchased or redeemed as a result of such Asset Sale (with the amount of the prepayment of the Borrowings that would otherwise have been required pursuant to this Section 2.14(a) being reduced accordingly), provided that (i) aresuch portion shall not exceed the product of (x) the amount of such Net Proceeds multiplied by (y) a fraction of which the numerator is the outstanding aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and the denominator is the sum of the aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and all Borrowings, within twelve (12) months in each case at the time of occurrence of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, and (ii) are used by in the Applicable Reporting Entity event the holders of such Permitted Pari Passu Secured Indebtedness shall have declined such prepayment, repurchase or redemption, the declined amount shall promptly (and in any Subsidiary thereof event within 10 Business Days after the date of rejection) be applied to repay Debt prepay the Borrowings. Any amount set forth in any certificate delivered as referred to above shall, pending reinvestment or other application as provided herein, be deposited in the Term Priority Collateral Proceeds Account and shall not be commingled with any other deposit accounts or funds (with the Collateral Agent hereby agreeing to release such Net Proceeds held in the Term Priority Collateral Proceeds Account to the Borrower promptly upon request of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by Borrower and delivery to the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior Collateral Agent of a certificate of an Authorized Officer of the Borrower to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Salethat the Net Proceeds so released will be promptly applied in accordance with this Section 2.14(a)).

Asset Sales. Except for None of the Borrowers or any of the Restricted Subsidiaries of a Borrower or a Guarantor shall sell, transfer or otherwise dispose of any asset (other than as the result of a condemnation or casualty, the granting of Permitted Liens or the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity, and in the case of the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded lots for purposes of the 25% limitation specified above: (a) if any such Asset Sale is cash in the ordinary course of business to parties other than any other Borrower, the General Partners, the Second Tier Partners, the Third Tier Partners, a Guarantor, any Restricted Subsidiary of any Borrower or any Affiliate of any of such Persons) without the consent of the Applicable Reporting Entity Majority Lenders except as follows: (a) any of such Persons may sell any asset (including any asset which is not a Borrowing Base Asset or is not included in the calculation of Total Market Value Capitalization) in the ordinary course of business for all cash and its Subsidiaries; for fair market value, except that to the extent permitted by §8.3(k), Land Assets may be seller-financed in lieu of a sale for all cash; (b) if Commercial Company, Land Company or a Guarantor may sell, transfer or otherwise dispose of Commercial Land or Residential Land to Restricted Subsidiaries of a Borrower for the assets subject to any construction of Vertical Commercial Improvements, provided such Asset Sale sales are worn out (i) for all cash and for fair market value or are no longer useful or necessary (ii)an equivalent equity interest in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiariessuch Restricted Subsidiary; and (c) if Commercial Company, Land Company or a Guarantor may sell or transfer Commercial Land or Residential Land to Unrestricted Subsidiaries of a Borrower and Affiliates for the assets subject to construction of Vertical Commercial Improvements, provided the aggregate amount of such sales do not exceed $50,000,000.00 in the aggregate in any fiscal year, such Asset Sale sales are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entityfor (i) all cash and for fair market value or (ii)an equivalent equity interest in such Unrestricted Subsidiary; and (d) if the proceeds from any Borrowers may sell or transfer Income Producing Property to their respective Restricted Subsidiaries or Unrestricted Subsidiaries or Municipal Utility District Contracts to their respective Unrestricted Subsidiaries, provided that such Asset Sale sales are (i) are, within twelve (12) months of such Asset Sale, invested for all cash and for fair market value or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof subject to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof§8.3(i), or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereofan equivalent equity interest in such Person; or and (e) ifthe Borrowers may sell Property other than Commercial Land, Residential Land, Income Producing Property or Municipal Utility District Contracts (including other assets not included in the calculation of Total Market Value Capitalization) to their respective Restricted Subsidiaries or Unrestricted Subsidiaries, provided that (i) such sales are for all cash and for fair market value or (ii) subject to §8.3(i), an equivalent equity interest in such Person; and (f) transfers of assets for all cash and for fair market value between the Borrowers or by Guarantors to Borrowers; provided that the Golf Courses may be transferred between the Borrowers other than for cash or for fair market value (provided further that such transfer shall not entitle Borrowers to a release of such Golf Course from the lien of the Security Documents). Notwithstanding the foregoing, none of such Persons may sell, transfer or dispose or permit the sale, transfer or disposition of any Material Asset or such Person’s interest therein without the prior to any such Asset Sale, both Rating Agencies confirm written consent of the then-current Borrower’s Applicable Ratings after giving effect to any such Asset SaleMajority Lenders.

Asset Sales. Except for No later than the sale third Business Day following the date of assets required receipt by any Credit Party or any of its Subsidiaries of any Net Asset Sale Proceeds (it being understood that such Net Asset Sale Proceeds shall be promptly deposited into and thereafter maintained in a Controlled Account which is a Term Loan Priority Account (and in any event no later than the next Business Day) following receipt thereof), Companies shall prepay the Loans as set forth in Section 2.11 in an aggregate amount equal to such Net Asset Sale Proceeds; provided, that (i) so long as no Default or Event of Default shall have occurred and be sold continuing, and (ii) to conform with governmental requirementsthe extent that, after giving effect to receipt of such Net Asset Proceeds, the Applicable Reporting Entity, and in the case of the Guarantor, its Material Subsidiaries, shall not consummate any aggregate Net Asset Sale, if the aggregate net book value of Sale Proceeds from all such Asset Sales consummated during the four calendar quarters immediately preceding any period commencing on the Closing Date and ending on such date of determination would do not exceed 25% $1,000,000 (such amounts, “Asset Sale Reinvestment Amounts”), upon delivery of a written notice to Administrative Agent, Companies shall have the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any option to invest such Asset Sale will be disregarded for purposes Reinvestment Amounts within three hundred sixty-five (365) days of receipt thereof (as extended, if at all, in accordance with the proviso below, the “Asset Sale Reinvestment Period”) in long-term productive assets that constitute Term Loan Priority Collateral of the 25% limitation specified above: general type used in the business of (aA) if Companies and (B) Lifecore or any of its Subsidiaries (such assets, “Additional Assets”); provided further, that the Asset Sale Reinvestment Period shall be extended for up to an additional one hundred eighty (180) days in respect of any Asset Sale Reinvestment Amounts where the Credit Parties have, on or before the expiration of the initial Asset Sale Reinvestment Period, entered into a definitive agreement for the purchase or other acquisition of Additional Assets. In the event that the Asset Sale Reinvestment Amounts are not reinvested in accordance with the provisions above prior to the earliest of (i) the last day of such Asset Sale Reinvestment Period and (ii) the date of the occurrence of an Event of Default, Administrative Agent shall apply such Asset Sale Reinvestment Amounts to the Obligations as set forth in Section 2.11. Prior to entering into any Asset Sale of assets which constitute Term Loan Priority Collateral, the Credit Party Representative shall provide not less than three (3) Business Days’ prior written notice thereof and the Net Asset Sale Proceeds of such Assets shall be deposited into a deposit account subject to a Control Agreement whereby Administrative Agent has a First Priority security interest therein. If Administrative Agent does not receive prior written notice that Term Loan Priority Collateral is the subject of an Asset Sale, then the Credit Parties shall be deemed to have represented and warranted to Administrative Agent on the date such Asset Sale is in the ordinary course consummated that none of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Sale.constitute Term Loan Priority Collateral..

Asset Sales. Except for The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the sale Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets required or Equity Interests issued or sold or otherwise disposed of, (ii) the fair market value is determined by the Company's Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee and (iii) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash. For purposes of this provision (iii), 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, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets and such transferee expressly 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 delivered within 20 days of the sale, subject to ordinary settlement periods, converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and (C) any payment of Senior Debt secured by the assets sold to conform with governmental requirements, the Applicable Reporting Entity, and in the case Asset Sale. Within 360 days after the receipt of the Guarantor, its Material Subsidiaries, shall not consummate any Net Proceeds from an Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and Company may apply those Net Proceeds at its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale option (i) areto repay Senior Debt, within twelve (12ii) months to acquire all or substantially all of such Asset Salethe assets of, invested or reinvested by a majority of the Applicable Reporting Entity Voting Stock of, another Permitted Business, (iii) to make a capital expenditure or any Subsidiary thereof (iv) to acquire other long-term assets that are used or useful in a Permitted Business. Pending the final application of any Net Proceeds, (ii) the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are used by not applied or invested as provided in the Applicable Reporting Entity preceding paragraph shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or any Subsidiary thereof redeem with the proceeds of sales of assets to repay Debt purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Applicable Reporting Entity or Excess Proceeds. The offer price in any Subsidiary thereofAsset Sale Offer shall be equal to 100% of principal amount plus accrued and unpaid interest and Special Interest, or (iii) are retained if any, to the date of purchase, and shall be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset SaleSale Offer exceeds the amount of Excess Proceeds, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect Trustee shall select the Notes and such other pari passu Indebtedness to any such be purchased on a pro rata basis. Upon completion of each Asset SaleSale Offer, the amount of Excess Proceeds shall be reset at zero.

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity(a) The Company will not, and in will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i) the Company (or its Restricted Subsidiaries, as the case may be) receives consideration at the time of the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if Sale at least equal to the aggregate net book value Fair Market Value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25assets or equity interests issued or sold or otherwise disposed of; and (ii) at least 75% of the total assets consideration received in the Asset Sale by the Company or its Restricted Subsidiaries is in the form of cash or Cash Equivalents. (b) Within 90 days after the Company’s or any Restricted Subsidiary of the Applicable Reporting Entity and its Consolidated Subsidiaries as Company’s receipt of (x) the Net Proceeds of any Asset Sale or (y) aggregate cash proceeds in respect of any Co-Promotion Arrangement or Intellectual Property License to the extent such proceeds constitute fixed cash payments, the Company or such Restricted Subsidiary of the beginning of Company shall apply the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any Net Proceeds from such Asset Sale will be disregarded for purposes of the 25% limitation specified above: or such aggregate cash proceeds, as follows: (ai) (A) if any such the Asset Sale is an Intellectual Property Sale, or (B) with respect to aggregate cash proceeds received in respect of any Co-Promotion Arrangement or Intellectual Property License, the percentage of the Net Proceeds or aggregate cash proceeds set forth in the ordinary course of business of “Note Repurchase” column set forth in ‌ ​ ​ the Applicable Reporting Entity and its Subsidiariestable below (the “Specified Proceeds”) shall be applied to make a Specified Proceeds Offer (as defined in Section 4.14(c) below) to repurchase Notes in accordance with Section 4.14(c); and (bii) (A) if the assets subject to any such Asset Sale is not an Intellectual Property Sale, Co-Promotion Arrangement or Intellectual Property License, or (B) with respect to aggregate cash proceeds received in respect of any Co-Promotion Arrangement or Intellectual Property License, the percentage of the Net Proceeds or aggregate cash proceeds set forth in the “Company Retention” column in the table below which are worn out not used to make a Specified Proceeds Offer to repurchase Notes pursuant to clause (i) above shall be applied to research and development or are no longer useful or necessary clinical development efforts in connection with the operation Products or other potential product candidates that may be introduced by the Company, or to make an Investment in any one or more businesses (provided that if such Investment is in the form of the businesses acquisition of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any Capital Stock of a Person, such Asset Sale are being transferred to acquisition results in such Person becoming a Wholly Owned Restricted Subsidiary of the Applicable Reporting Entity; Company or, if such Person is a Restricted Subsidiary of the Company, in an increase in the percentage ownership of such Person by the Company or any Restricted Subsidiary of the Company), noncurrent assets, or non-current property or capital expenditures, in each case (d1) if used or useful in a Permitted Business or (2) that replace the proceeds from any such Asset Sale (i) are, within twelve (12) months properties and assets that are the subject of such Asset Sale; provided that any such Investment, invested assets, property or reinvested capital expenditures shall be pledged as Collateral (including any assets held by a Person acquired using Net Proceeds). Pending the application of any Net Proceeds under this ‎Section 4.14, such Net Proceeds shall be held by the Applicable Reporting Entity Collateral Agent as Collateral. (c) (i) Within 90 days after the Company’s or any Restricted Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary Company’s receipt of Specified Proceeds described under Section 4.14(b)(i), the Company will make an offer (a “Specified Proceeds Offer”) to all Holders of Notes to purchase the maximum principal amount of Notes that may be purchased out of the Specified Proceeds, at an offer price (the “Specified Proceeds Offer Purchase Price”) in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the date fixed for the purchase (the “Specified Proceeds Offer Purchase Date”), in accordance with the procedures set forth in this Indenture unless the Specified Proceeds Offer Purchase Date falls after a Regular Record Date but on or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any the Interest Payment Date to which such Asset SaleRegular Record Date relates, both Rating Agencies confirm in which case the then-current Borrower’s Applicable Ratings after giving effect Company shall instead pay, on or before such Interest Payment Date, the full ‌ ​ amount of accrued and unpaid interest to any Holders of record as of such Asset SaleRegular Record Date, and the Specified Proceeds Offer Purchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this‎ Section 4.14(c). A Specified Proceeds Offer shall remain open for a period of at least 20 Business Days or such longer period as may be required by law.

Asset Sales. Except for The Company shall not, and shall not permit any Restricted Subsidiary to, consummate an Asset Sale unless: (1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Asset Sale; (2) the sale Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets required sold, leased, transferred, conveyed or otherwise disposed of or Equity Interests issued or sold or otherwise disposed of; (3) with respect to any Asset Sale involving consideration or property in excess of $2.5 million, such fair market value is determined in good faith by the Company’s Board of Directors and evidenced by a Board Resolution set forth in an Officers’ Certificate delivered to the Trustee; (4) 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. For purposes of this provision, each of the following shall be deemed to be sold to conform with governmental requirementscash: (a) any liabilities, as shown on the Applicable Reporting EntityCompany’s or such Restricted Subsidiary’s most recent balance sheet, and in the case of the GuarantorCompany or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Guarantee) 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, its Material Subsidiariesnotes 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 30 days, shall not consummate to the extent of the cash received in that conversion; and (5) the Board of Directors of the Company has determined in good faith that the Asset Sale complies with the provisions of this Indenture set forth in clauses (2), (3) and (4) above. Within one year after the receipt of any Net Proceeds from an Asset Sale, if the aggregate net book value of Company or the Restricted Subsidiary may apply those Net Proceeds at its option: (1) to repay First Lien Debt; (2) to acquire all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% or substantially all of the total assets of, or a majority of the Applicable Reporting Entity Voting Stock of, another Permitted Business; (3) to make an Investment in or expenditures for properties and its Consolidated Subsidiaries as assets that replace the properties and assets that were the subject of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarterAsset Sale; or (4) to acquire other assets or property, other than current assets, that are used or useful in a Permitted Business; provided, however, that with respect to any assets that are acquired or constructed or Voting Stock that is acquired with such Net Proceeds, the Company or the applicable Restricted Subsidiary, as the case may be, promptly grants to the Collateral Agent, on behalf of the Holders, a second priority security interest in any such assets or Voting Stock on the terms set forth in this Indenture, the Collateral Documents and the Intercreditor Agreement. Pending the final application of any Net Proceeds, the Company or the applicable Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the 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 will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall make an offer (an “Asset Sale Offer”) to all Holders to purchase the maximum principal amount of Notes and, if the Company is required to do so under the terms of any other Indebtedness that is pari passu with the Notes, such other Indebtedness on a pro rata basis with the Notes, that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), and shall be payable in cash. If any Excess Proceeds remain after consummation of the purchase of all properly tendered and not withdrawn Notes pursuant to an Asset Sale Offer, the Company may use such remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture and the Collateral Documents. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale will Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be disregarded for purposes purchased on a pro rata basis based on the principal amount of the 25% limitation specified above: (a) if Notes and such other Indebtedness tendered. Upon completion of any such Asset Sale is in Offer, the ordinary course amount of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset SaleExcess Proceeds shall be reset at zero.

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity(a) The Company will not, and in the case will not permit any of its Subsidiaries to, directly or indirectly, consummate an Asset Sale unless (i) at least 75% of the Guarantorconsideration from such Asset Sale is received in cash or Cash Equivalents, its Material Subsidiaries, shall not consummate any and (ii) the Company or such Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets subject to such Asset Sale (as determined by the Board of Directors and evidenced in a Board Resolution). (b) Within 360 days of the Asset Sale, if the aggregate net book value Company may at its option apply the Net Cash Proceeds (1) to repay Indebtedness under the Credit Agreement or any other Senior Secured Debt other than the Notes (and, in each case, effect a corresponding permanent reduction in the availability under such Credit Agreement or to the outstanding amount of all such Senior Secured Debt) or to repay unsecured Senior Debt that has provisions requiring the Company to make an offer to purchase upon an Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarterSale; provided, however, that any if the Company repays such unsecured Senior Debt it must make a ratable offer to all Holders of Notes as provided in paragraph (c) below; (2) to acquire properties and assets that (as determined by the Board of Directors) replace the properties and assets that were the subject of the Asset Sale Sale; or (3) to acquire properties and assets that will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is used in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity Company or its Subsidiaries; Subsidiaries existing on the Issue Date or in businesses reasonably related or complementary thereto. The amount of such Net Cash Proceeds not applied or invested as set forth in this paragraph shall constitute “Excess Proceeds.” (c) if When the assets subject aggregate amount of Excess Proceeds exceeds $15,000,000, the Company will apply the Excess Proceeds to any such Asset Sale are being transferred to a Wholly Owned Subsidiary the repayment of the Applicable Reporting Entity; (d) if Notes and any other unsecured Senior Debt outstanding with provisions requiring the Company to make an offer to purchase or to purchase or redeem such unsecured Senior Debt with the proceeds from any Asset Sale as follows: (A) the Company will make an offer to purchase (an “Offer”) from all Holders of the Notes in accordance with the procedures set forth in this Indenture in the maximum principal amount (expressed as a multiple of $1,000) of Notes that may be purchased out of an amount (the “Notes Amount”) equal to the product of such Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the Notes, and the denominator of which is the sum of the outstanding principal amount of the Notes and such unsecured Senior Debt outstanding with provisions requiring the Company to make an offer to purchase or to purchase or redeem such unsecured Senior Debt with the proceeds from any Asset Sale (isubject to proration in the event such amount is less than the aggregate Offered Price (as defined herein) areof all Notes tendered), within twelve and (12B) months to the extent required by such unsecured Senior Debt outstanding with provisions requiring the Company to make an offer to purchase or to purchase or redeem such unsecured Senior Debt with the proceeds from any Asset Sale to permanently reduce the principal amount of such unsecured Senior Debt, the Company will make an offer to purchase or otherwise repurchase or redeem unsecured Senior Debt (a “Senior Debt Offer”) in an amount (the “Senior Debt Amount”) equal to the excess of the Excess Proceeds over the Notes Amount; provided that in no event will the Company be required to make a Senior Debt Offer in a Senior Debt Amount exceeding the principal amount of such unsecured Senior Debt plus the amount of any premium required to be paid to repurchase such unsecured Senior Debt. The offer price for the Notes will be payable in cash in an amount equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to the date (the “Offer Date”) such Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in this Indenture. To the extent that the aggregate Offered Price of the Notes tendered pursuant to the Offer is less than the Notes Amount relating thereto or the aggregate amount of unsecured Senior Debt that is purchased in a Senior Debt Offer is less than the Senior Debt Amount, 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 unsecured Senior Debt 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 the completion of the purchase of all the Notes tendered pursuant to an Offer and the completion of Senior Debt Offer, the amount of Excess Proceeds, if any, shall be reset at zero. (d) If the Company becomes obligated to make an Offer pursuant to clause (c) above, the Notes and the unsecured Senior Debt that has provisions requiring the Company to make an offer to purchase upon an Asset Sale, invested or reinvested Sale shall be purchased by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted BusinessCompany, (ii) are used by at the Applicable Reporting Entity or any Subsidiary thereof to repay Debt option of the Applicable Reporting Entity or any Subsidiary holders thereof, in whole or (iii) are retained by in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the Applicable Reporting Entity date the notice of such Offer is given to holders, or any Subsidiary thereof; or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act. (e) ifThe Company will comply with the applicable tender offer rules, prior to including Rule 14e-l under the Exchange Act, and any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Saleother applicable securities laws or regulations in connection with an Offer.

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting EntityThe Company shall not, and in the case of the Guarantor, its Material Subsidiaries, shall not permit any of its Subsidiaries to, directly or indirectly, consummate any Asset Sale, if Sale unless: (a) no Default or Event of Default shall have occurred and be continuing; (b) the aggregate net book value Company or such Subsidiary receives consideration at the time of all such Asset Sales consummated during Sale at least equal to the four calendar quarters immediately preceding any date Fair Market Value of determination would exceed 25the Property subject to such Asset Sale; (c) at least 75% of the total assets of consideration paid to the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any Company or such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any Subsidiary in connection with such Asset Sale is in the ordinary course form of business cash or Cash Equivalents or the assumption by the purchaser of liabilities of the Applicable Reporting Entity Company or any of its Subsidiaries (other than contingent liabilities or liabilities that are by their terms subordinated to the Notes or the applicable Guarantee) as a result of which the Company and its SubsidiariesSubsidiaries are no longer obligated with respect to such liabilities; and (d) the Company delivers an Officers’ Certificate to the Trustee certifying that such Asset Sale complies with the foregoing clauses (a), (b) if and (c). The Net Available Cash (or any portion thereof) from Asset Sales may be applied by the assets subject to Company or any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; , to the extent the Company or such Subsidiary elects (cor is required by the terms of any Debt) if the assets subject to reinvest in Additional Assets (including by means of an Investment in Additional Assets by any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if Company with Net Available Cash received by the proceeds Company or another Subsidiary of the Company). Any Net Available Cash from any such an Asset Sale (i) are, not applied in accordance with the preceding paragraph within twelve (12) months 120 days from the date of the receipt of such Net Available Cash shall constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $5.0 million (taking into account income earned on such Excess Proceeds, if any), the Company will be required to make an offer to repurchase (the “Asset SaleSale Offer”) the Notes, invested which offer shall be in the amount of the Allocable Excess Proceeds (rounded to the nearest $100,000), on a pro rata basis according to principal amount, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest if any to the Purchase Date (subject to the right of holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.09. To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and provided that all holders of Notes have been given the opportunity to tender their Notes for repurchase in accordance with Section 3.09, the Company or reinvested by such Subsidiary may use such remaining amount first to Repay the Applicable Reporting Entity Credit Facilities or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay other Senior Debt of the Applicable Reporting Entity Company or any Subsidiary thereof, Guarantor or (iii) are retained by the Applicable Reporting Entity or Debt of any Subsidiary thereof; or of the Company that is not a Guarantor (e) ifexcluding, prior to in any such Asset Salecase, both Rating Agencies confirm any Debt owed to the then-current Borrower’s Applicable Ratings after giving effect Company or an Affiliate of the Company), and only thereafter, for any purpose permitted by this Indenture, and the amount of Excess Proceeds will be reset to any such Asset Salezero.

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting EntityThe Company will not, and in will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the GuarantorAsset Sale at least equal to the Fair Market Value of the assets sold, its Material Subsidiariesissued, shall not consummate any Asset Saleleased, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25transferred, conveyed or otherwise disposed of; and (2) at least 75% of the total assets consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this clause (2), each of the Applicable Reporting Entity and its Consolidated Subsidiaries following will 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 notes thereto, of the beginning Company or any of its Restricted Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) (A) that are assumed by the transferee of any such assets and from which the Company or such Restricted Subsidiary have been validly released by all creditors in writing, or (B) in respect of which neither the Company nor any Restricted Subsidiary following such Asset Sale has any obligation; (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 days, to the extent of the Applicable Reporting Entity’s cash or Cash Equivalents received in that conversion; 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) that is at that time outstanding not to exceed the greater of (x) $200.0 million and (y) 3.50% of the Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration (determined based on the most recently ended full fiscal quarter; provided, however, that any such Asset Sale will quarter for which internal financial statements are available and 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 be disregarded deemed to be cash for purposes of this paragraph and for no other purpose. To the 25% limitation specified above: (a) if extent that the Fair Market Value of any such Asset Sale is in exceeds 10.0% of Consolidated Total Assets at the ordinary course time of business receipt of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation Net Proceeds of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months determined based on the most recently ended fiscal quarter for which internal financial statements are then available and with the Fair Market Value of each Asset Sale being measured at the time of such Asset Sale), invested or reinvested by then, within 365 days after the Applicable Reporting Entity or receipt of any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to Net Proceeds from any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect Company or such Restricted Subsidiary may apply those Net Proceeds (but shall only be required to apply that portion of the Net Proceeds from such Asset Sale that exceeds 10.0% of Consolidated Total Assets) at its option (or any portion thereof): (1) to permanently repay Indebtedness of the Company or any Restricted Subsidiary that is secured by a Lien, other than Indebtedness owed to the Company or any Affiliate of the Company and, if such Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (2) to make an Investment in any one or more businesses (provided that if such Investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary), assets, or property or capital expenditures, in each case (a) used or useful in a Permitted Business or (b) that replace the properties and assets that are the subject of such Asset Sale; or (3) to repay other Senior Debt; provided that to the extent the Company (or the applicable Restricted Subsidiary, as the case may be) reduces Obligations under Senior Debt other than the Notes, the Company shall equally and ratably reduce Obligations under the Notes as provided under paragraph 5 of the reverse side of the form of the Notes set forth in Exhibit 1 to the Appendix, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer (as defined below)) to all holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued and unpaid interest, if any, on the amount of Notes to be prepaid; provided that a binding commitment to apply Net Proceeds as set forth in clauses (1), (2) and (3) above shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 545 days after receipt of such Net Proceeds (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then the Company or such Restricted Subsidiary shall be permitted to apply the Net Proceeds in any manner set forth in clauses (1), (2) and (3) above before the expiration of such 545-day period and, in the event the Company or such Restricted Subsidiary fails to do so, then such Net Proceeds shall constitute Excess Proceeds (as defined below). Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that were required to be applied in accordance with the first sentence of the immediately preceding paragraph and that are not so applied or invested as provided in the preceding paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $35.0 million, within 30 days thereof, the Company will make an offer (an “Asset Sale Offer”) to all Holders of Notes to purchase the maximum principal amount of Notes and, if the Company is required to do so under the terms of any other Indebtedness that is pari passu in right of payment with the Notes, such other Indebtedness on a pro rata basis with the Notes, that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest, if any, to, but not including, the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of the purchase of all properly tendered and not withdrawn Notes pursuant to an Asset Sale Offer, the Company may use such remaining Excess Proceeds 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 Notes and such other pari passu Indebtedness will be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.12 or Section 3.08 by virtue of such compliance.

Asset Sales. Except for No later than the sale first Business Day following the date of assets required receipt by Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds, Company shall prepay the Loans as set forth in Section 2.12(a) in an aggregate amount equal to such Net Asset Sale Proceeds; provided that so long as no Default or Event of Default shall have occurred and be sold continuing, (i) to conform with governmental requirements, the Applicable Reporting Entity, and in extent that Net Asset Sale Proceeds (x) from the case of Closing Date through the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any applicable date of determination would do not exceed 25% $10,000,000 in the aggregate (excluding such Net Asset Sale Proceeds described in the following clauses (ii) and (iii)), Company shall have the option, directly or through one or more of the total its Subsidiaries, to invest or commit to invest Net Asset Sale Proceeds within three hundred sixty (360) days of receipt thereof in long-term productive assets of the Applicable Reporting Entity general type used in the business of Company and its Consolidated Subsidiaries as of Subsidiaries; (ii) to the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, extent that any such Net Asset Sale will be disregarded for purposes Proceeds (excluding such Net Asset Sale Proceeds described in clause (i) above) are from the Old Chester Transaction, Company shall have the option, directly or throu▇▇ one or more of its Subsidiaries, to invest or commit to invest such Net Asset Sale Proceeds within four hundred fifty (450) days of receipt thereof in long-term productive assets of the 25% limitation specified above: (a) if any such Asset Sale is general type used in the ordinary course of business of the Applicable Reporting Entity Company and its Subsidiaries; (b) provided that if a Responsible Officer of the assets Company delivers a certificate to the Administrative Agent within such 450-day period specifying in reasonable detail that the Company or its Subsidiaries have previously made capital expenditures in respect of the Chester Distribution Center, the aggregate amount and the dates of su▇▇ capital expenditures and such other facts as may be reasonably requested by the Administrative Agent, than the aggregate amount of such capital expenditures shall be off-set against the Net Asset Sale Proceeds from the Old Chester Transaction and shall otherwise not be subject to the re▇▇▇▇▇▇▇ent provisions of this clause (ii); (iii) to the extent that any such Net Asset Sale Proceeds (excluding such Net Asset Sale Proceeds described in clause (i) above) are worn out from the sale of specified retail stores otherwise permitted pursuant to Section 6.9, Company shall have the option, directly or are no longer useful through one or necessary more of its Subsidiaries, to invest or commit to invest such Net Asset Sale Proceeds within three hundred sixty (360) days of receipt thereof in connection with the operation long-term productive assets of the businesses general type used in the business of the Applicable Reporting Entity or Company and its Subsidiaries; (c) if the assets subject provided, further, that, with respect to any such an Asset Sale are being transferred to of any asset owned by a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from Foreign Subsidiary, any such Net Asset Sale Proceeds in respect thereof which have not been reinvested or committed to be reinvested (the "UNREINVESTED NET ASSET SALE PROCEEDS") shall be applied (i) arefirst, within twelve (12) months to the extent such Unreinvested Net Asset Sale Proceeds may be repatriated to the United States without in the reasonable judgment of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof Company resulting in a Permitted Businessmaterial tax liability to Company in relation to the amount of proceeds to be repatriated, to prepay the Loans as set forth in Section 2.12(a), (ii) are used second, to the extent of any remaining portion of such Unreinvested Net Asset Sale Proceeds, to finance the general corporate purposes of such Foreign Subsidiary so long as the aggregate of all such amounts so applied by all Foreign Subsidiaries with respect to Asset Sales consummated after the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereofClosing Date does not exceed $5,000,000, or and (iii) are retained third, to the extent of any remaining portion of such Unreinvested Net Asset Sale Proceeds, to prepay the Loans as set forth in Section 2.12(a). Concurrently with any determination by the Applicable Reporting Entity or Company that any portion of any Unreinvested Net Asset Sale Proceeds of any Foreign Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Sale.will be applied as described in clause

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, cause or make an Asset Sale, unless (x) the Company or any of its Restricted Subsidiaries, 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 Company) of the assets or Equity Interests issued or sold or otherwise disposed of, (y) in the case of the an Asset Sale that constitutes a Sale of Notes Collateral or a Sale of a Guarantor, its Material Subsidiariesthe Company (or the applicable Guarantor, shall not consummate as the case may be) deposits the Net Proceeds therefrom (net of any Asset SaleNet Proceeds received in receipt of or allocable to the ABL Collateral of such Guarantor, if in the aggregate net book value case of all such Asset Sales consummated during a Sale of a Guarantor) as collateral in a segregated account or accounts (each, a “Collateral Proceeds Account”) held by or under the four calendar quarters immediately preceding any date control of determination would exceed 25% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded (for purposes of the 25Uniform Commercial Code) the Collateral Trustee or its agent to secure all Secured Obligations pursuant to arrangements reasonably satisfactory to the Collateral Trustee or as directed by the holders of the Secured Obligations; provided that no such deposit will be required except to the extent the aggregate Net Proceeds from all Sales of Notes Collateral and Sales of a Guarantor that are not held in a Collateral Proceeds Account and have not previously been applied in accordance with the provisions described in the next succeeding paragraph exceed $10.0 million and (z) except in the case of Permitted Asset Swaps, at least 75% limitation specified above: (a) if any of the consideration therefor received by the Company or such Asset Sale Restricted Subsidiary, as the case may be, is in the ordinary course form of business Cash Equivalents; provided that the amount of: (i) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) of the Applicable Reporting Entity and its Subsidiaries; Company or any Restricted Subsidiary of the Company (other than liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets, and (ii) any notes or other obligations or other securities or assets received by the Company or such Restricted Subsidiary of the Company from such transferee that are converted by the Company or such Restricted Subsidiary of the Company into cash within 180 days of the receipt thereof (to the extent of the cash received) shall be deemed to be Cash Equivalents for the purposes of this Section 4.06(a). (b) if Within 365 days after the assets subject to Company’s or any such of the Company’s Restricted Subsidiary’s receipt of the Net Proceeds of an Asset Sale are worn out other than a Sale of Notes Collateral or are no longer useful a Sale of a Guarantor, the Company or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Restricted Subsidiary of the Applicable Reporting Entity; (d) if Company may apply the proceeds Net Proceeds from any such Asset Sale Sale, at its option: (i) areto repay, repurchase or redeem Priority Lien Obligations (including Obligations under the Notes, but excluding any open market purchases of Notes or privately negotiated Note purchases) or ABL Debt Obligations; (ii) to repay, repurchase or redeem any Indebtedness secured by a Permitted Prior Lien; (iii) to repay, repurchase or redeem Indebtedness and other Obligations of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Company or another Restricted Subsidiary; (iv) to repay, repurchase or redeem other Indebtedness of the Company or any Guarantor (other than any Disqualified Stock or any Indebtedness that is contractually subordinated in right of payment to the Notes), other than Indebtedness owed to the Company or a Restricted Subsidiary of the Company; provided that the Company shall equally and ratably redeem or repurchase the Notes as described in ARTICLE Three through open market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase the Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; (v) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Company), assets, or property or capital expenditures, in each case used or useful in a Similar Business; (vi) to make an investment in any one or more businesses (provided that if such investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Company), properties or assets that replace the properties and assets that are the subject of such Asset Sale; or (vii) any combination of the foregoing; provided that the Company will be deemed to have complied with the provision described in clauses (v) and (vi) above of this Section 4.06(b), as applicable, if, within twelve (12) months 365 days of such Asset Sale, invested the Company shall have entered into a definitive agreement covering such Investment which is thereafter completed within 180 days after the first anniversary of such Asset Sale. Within 365 days after the receipt of any Net Proceeds from an Asset Sale that constitutes a Sale of Notes Collateral or reinvested by a Sale of a Guarantor, the Applicable Reporting Entity Company (or the applicable Restricted Subsidiary, as the case may be) may apply an amount equal to such Net Proceeds (net of any Net Proceeds received in receipt of the ABL Collateral of such Guarantor, in the case of a Sale of a Guarantor): (I) to purchase other assets that would constitute Notes Collateral; (II) to purchase Capital Stock of another Similar Business if, after giving effect to such purchase, the Similar Business becomes a Guarantor or is merged into or consolidated with either the Company or any Subsidiary thereof in Guarantor; (III) to make a capital expenditure with respect to assets that constitute Notes Collateral; (IV) to repay Indebtedness secured by a Permitted BusinessPrior Lien on any Notes Collateral that was sold in such Asset Sale; or (V) any combination of the foregoing; provided that the Company will be deemed to have complied with the provision described in clauses (I), (II) and (III) above of this Section 4.06(b), as applicable, if, within 365 days of such Asset Sale, the Company has entered into and not abandoned or rejected a binding agreement to purchase assets that constitute Notes Collateral or Capital Stock of another Similar Business or to make a capital expenditure with respect to assets that constitute Notes Collateral in compliance with the provisions described in clauses (I), (II) and (III) of this paragraph, and that purchase or capital expenditure is thereafter completed within 180 days after the first anniversary of such Asset Sale. (c) Any Net Proceeds from Asset Sales that are not applied or invested as described in Section 4.06(b) will constitute “Excess Proceeds.” Within 10 days after the aggregate amount of Excess Proceeds (including any Excess Proceeds held in the Collateral Proceeds Account) exceeds $25.0 million, the Company will make an offer to all Holders of Notes and all holders of other Priority Lien Debt 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 Notes and such other Priority Lien Debt that may be purchased out of the Excess Proceeds (an “Asset Sale Offer”). The offer price for the Notes and any other Priority Lien Debt in any Asset Sale Offer will be equal to 100% of the principal amount of the Notes and such other Priority Lien Debt repurchased, plus accrued and unpaid interest and Additional Interest (if any) on the Notes and any other Priority Lien Debt to the date of purchase, and will be payable in cash. If 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 Priority Lien Debt tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds (including any Excess Proceeds held in the Collateral Proceeds Account), the Notes and such other Priority Lien Debt shall be purchased on a pro rata basis based on the principal amount of Notes and such other Priority Lien Debt tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (d) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached their obligations under the Asset Sale provisions of this Indenture by virtue of such compliance. (e) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, the Company shall deliver to the Trustee an Officers’ Certificate as to (i) the amount of the Excess Proceeds, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt allocation of the Applicable Reporting Entity or any Subsidiary thereof, or Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) are retained the compliance of such allocation with the provisions of Section 4.06(b). On such date, the Company shall also irrevocably deposit with the Trustee or with a paying agent (or, if the Company or a Wholly Owned Restricted Subsidiary of the Company is acting as the Paying Agent, segregate and hold in trust) an amount equal to the Excess Proceeds to be invested in Cash Equivalents, as directed in writing by the Applicable Reporting Entity Company, and to be held for payment in accordance with the provisions of this Section 4.06. Upon the expiration of the period for which the Asset Sale Offer remains open (the “Asset Sale Offer Period”), the Company shall deliver to the Trustee for cancellation the Notes or any Subsidiary thereof; portions thereof that have been properly tendered to and are to be accepted by the Company. The Trustee (or the Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering Holder in the amount of the purchase price. In the event that the Excess Proceeds delivered by the Company to the Trustee are greater than the purchase price of the Notes tendered, the Trustee shall deliver the excess to the Company immediately after the expiration of the Asset Sale Offer Period for application in accordance with Section 4.06. (ef) ifHolders electing to have a Note purchased shall be required to surrender the Note, with an appropriate form duly completed, to the Company at the address specified in the notice at least three (3) Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than one Business Day prior to the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note which was delivered by the Holder for purchase and a statement that such Holder is withdrawing his election to have such Notes purchased. If at the end of the Asset Sale Offer Period more Notes (and such Priority Lien Debt) are tendered pursuant to an Asset Sale Offer than the Company is required to purchase, selection of such Notes for purchase shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed, or if such Notes are not so listed, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements and the requirements of the Depositary, if applicable); provided that no Notes of $2,000 or less shall be purchased in part. Selection of such Priority Lien Debt shall be made pursuant to the terms of such Priority Lien Debt. (g) Notices of an Asset Sale Offer shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase date to each Holder of Notes at such Holder’s registered address. If any Note is to be purchased in part only, any notice of purchase that relates to such Asset SaleNote shall state the portion of the principal amount thereof that has been or is to be purchased. (h) A new Note in principal amount equal to the unpurchased portion of any Note purchased in part shall be issued in the name of the Holder upon cancellation of the original Note. On and after the purchase date, both Rating Agencies confirm unless the then-current Borrower’s Applicable Ratings after giving effect Company defaults in payment of the purchase price, interest shall cease to any such Asset Saleaccrue on Notes or portions thereof purchased.

Asset Sales. Except (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, cause or make an Asset Sale, unless: (i) the Company or any of its Restricted Subsidiaries, as the case may be, receives consideration (including by way of relief from, or by any other person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of; and (ii) except in the case of a Permitted Asset Swap, at least 75.0% of the consideration therefor received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents or Replacement Assets; provided that the amount of: (1) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s balance sheet or in the notes thereto for the sale most recent period ended on or prior to such time in respect of which financial statements are internally available or, if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Company’s or such Restricted Subsidiary’s balance sheet or in the notes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet in the good faith determination of the Company or any direct or indirect parent of the Company) of the Company or such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are extinguished in connection with the transactions relating to such Asset Sale, or that are assumed by the transferee of any such assets or Equity Interests, in each case, pursuant to an agreement that releases or indemnifies the Company or such Restricted Subsidiary, as the case may be, from further liability; (2) any notes or other obligations or other securities or assets received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be sold satisfied for cash or Cash Equivalents (to conform the extent of the cash or Cash Equivalents received), in each case, within 180 days of the receipt thereof; and (3) 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 governmental requirementsall other Designated Non-cash Consideration received pursuant to this subclause (3) that is at that time outstanding, not to exceed the greater of (x) $330.0 million and (y) 25.0% of Four Quarter Consolidated EBITDA, calculated 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 each be deemed to be Cash Equivalents for the purposes of this clause (ii). (b) Within 455 days after the Company’s or any Restricted Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the Applicable Reporting EntityCompany or such Restricted Subsidiary may apply an amount equal to the Net Cash Proceeds from such Asset Sale, at its option: (i) to reduce Obligations under the Senior Credit Agreement and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto; (ii) to reduce Obligations under Indebtedness (other than Subordinated Indebtedness) that is secured by a Lien, which Lien is permitted by this Indenture and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto; (iii) to reduce Obligations under (x) Pari Passu Indebtedness of the Company or the Guarantors, including the Notes and the Existing Convertible Notes (provided that if the Company or any Guarantor shall so reduce such Obligations under Pari Passu Indebtedness other than the Notes, the Company shall (A) ratably reduce Obligations under the Notes as provided in Section 5.1 or through open-market purchases (to the extent such purchases are at or above 100.0% of the principal amount thereof) or (B) make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase at a purchase price equal to 100.0% of the principal amount thereof, plus accrued and unpaid interest, if any, the principal amount of Notes that would otherwise be redeemed under subclause (A) above), or (y) Indebtedness of a Non-Guarantor Subsidiary, in each case, other than Indebtedness owed to the Company or another Restricted Subsidiary (and, in the case of revolving loans, to correspondingly reduce commitments with respect thereto); (iv) to make an investment in any one or more businesses, assets (other than working capital assets), or property or capital expenditures, in each case used or useful in a Similar Business; (v) to make an investment (including capital expenditures) in any one or more businesses, properties (other than working capital assets) or assets (other than working capital assets) that replace the businesses, properties and/or assets that are the subject of such Asset Sale; or (vi) any combination of the foregoing; provided that the Company and its Restricted Subsidiaries will be deemed to have complied with the provisions described in clause (iv) or (v) of this Section 3.7(b) if and to the extent that, within 455 days after the Asset Sale that generated the Net Cash Proceeds, the Company or such Restricted Subsidiary, as applicable, has entered into and not abandoned or rejected a binding agreement to make an investment in compliance with the provision described in clause (iv) or (v) of this Section 3.7(b), and that investment is thereafter completed within 180 days after the end of such 455-day period (such 455-day period, as extended pursuant to this paragraph, the “Proceeds Application Period”). (c) Pending the final application of any such amount of Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest or utilize such Net Cash Proceeds in any manner not prohibited by this Indenture. (d) If, with respect to any Asset Sale, at the expiration of the Proceeds Application Period with respect to such Asset Sale, there remains an amount of Net Cash Proceeds in excess of the greater of (x) $35.0 million and (y) 2.5% of Four Quarter Consolidated EBITDA (such amount of remaining Net Cash Proceeds in excess of the greater of $35.0 million and 2.5% of Four Quarter Consolidated EBITDA, “Excess Proceeds”), then subject to the limitations described in 3.7(f) with respect to the repatriation to the United States of any or all of the Net Cash Proceeds of any Asset Sales by a Foreign Subsidiary, the Company shall make an offer (an “Asset Sale Offer”) no later than ten Business Days after the expiration of the Proceeds Application Period to all Holders and, if required by the terms of any Pari Passu Indebtedness, to all holders of such Indebtedness, to purchase the maximum principal amount of such Notes and Pari Passu Indebtedness, as applicable, on a pro rata basis, that may be purchased out of such Excess Proceeds, if any, at an offer price, in the case of the GuarantorNotes, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25in cash in an amount equal to 100.0% of the total assets principal amount thereof (or in the event such other Indebtedness was issued with original issue discount, 100.0% of the Applicable Reporting Entity accreted value thereof), plus accrued and its Consolidated Subsidiaries unpaid interest, if any (or such lesser price with respect to Pari Passu Indebtedness, if any, as may be provided by the terms of such Indebtedness), to, but excluding, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture and the agreements governing such Pari Passu Indebtedness; provided that any amount of proceeds offered to holders pursuant to clause (b)(iii)(x) of this Section 3.7 or pursuant to an Asset Sale Offer made at any time after the Asset Sale shall, upon completion of any such offer, be deemed to have been applied as required and shall not be deemed to be Excess Proceeds without regard to the extent to which such offer is accepted by the holders thereof. The Company may satisfy the foregoing obligations with respect to any Asset Sale by making an Asset Sale Offer at any time prior to the expiration of the beginning Proceeds Application Period. (e) To the extent that the aggregate amount of Notes and any other Pari Passu Indebtedness tendered or otherwise surrendered in connection with an Asset Sale Offer made with Excess Proceeds, if any, is less than the amount offered in an Asset Sale Offer, the Company may use any remaining Excess Proceeds (any such amount, “Retained Declined Proceeds”) for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and Pari Passu Indebtedness tendered or otherwise surrendered by holders thereof exceeds the amount offered in an Asset Sale Offer, the Company shall select the applicable Notes (and the Company or its agents shall select such Pari Passu Indebtedness) to be purchased in the manner described below. To the extent the Excess Proceeds exceed the outstanding aggregate principal amount of the Applicable Reporting EntityNotes (and, if required by the terms thereof, all Pari Passu Indebtedness), the Company need only make an Asset Sale Offer up to the outstanding aggregate principal amount of Notes (and any such Pari Passu Indebtedness), and any additional Excess Proceeds shall not be subject to this Section 3.7 and shall be permitted to be used for any purpose in the Company’s most recently ended full fiscal quarter; provided, however, that discretion. Upon completion of any such Asset Sale Offer, the amount of Net Cash Proceeds and Excess Proceeds shall be reset at zero. (f) Notwithstanding anything to the contrary set forth herein, to the extent that repatriation to the United States of any or all of the Net Cash Proceeds of any Asset Sales by a Foreign Subsidiary (x) is prohibited or delayed by applicable local law or (y) would result in material adverse tax consequences (taking into account any foreign tax credit or other net benefit actually realized in connection with such repatriation that would not otherwise be realized), as determined by the Company in its sole discretion, the portion of such Net Cash Proceeds so affected will not be required to be applied in compliance with this Section 3.7, and such amounts may be retained by the applicable Foreign Subsidiary; provided that clause (x) of this paragraph shall apply to such amounts for so long, but only for so long, as the applicable local law will not permit repatriation to the United States (the Company hereby agreeing to use commercially reasonable efforts to cause the applicable Foreign Subsidiary to take all actions reasonably required by the applicable local law, applicable organizational impediments or other impediment to permit such repatriation), and if such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable local law and is not subject to clause (y) of this paragraph, then such repatriation will be disregarded for purposes promptly effected and such repatriated Net Cash Proceeds will be applied (net of additional Taxes payable or reserved against as a result thereof) in compliance with this Section 3.7. The time periods set forth in this Section 3.7 shall not start until such time as the 25% limitation specified above: Net Cash Proceeds may be repatriated (awhether or not such repatriation actually occurs). (g) if The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale laws or regulations are worn out or are no longer useful or necessary applicable in connection with the operation purchase of the businesses Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 3.7 by virtue of such compliance. (h) If more Notes are tendered pursuant to an Asset Sale Offer than the Company is required to purchase, selection of such Notes for purchase will be made in compliance with the requirements of the Applicable Reporting Entity principal national securities exchange, if any, on which such Notes are listed (so long as the Trustee knows of such listing) or, if such Notes are not listed, on a pro rata basis based on the total amount of Notes and Pari Passu Indebtedness tendered or its Subsidiaries; (c) if the assets subject to any such otherwise surrendered in connection with an Asset Sale are being transferred to a Wholly Owned Subsidiary Offer (with adjustments so that only Notes in denominations of the Applicable Reporting Entityminimum denomination of $2,000 or integral multiples of $1,000 in excess thereof shall be purchased) by lot or by such other method as the Trustee may deem fair and appropriate (and in such manner as complies with applicable legal requirements and, in the case of Global Notes, the procedures of the Depositary); (d) provided that the selection of Notes for purchase shall not result in a Holder with a principal amount of Notes less than the minimum denomination of $2,000. No Note will be repurchased in part if less than the proceeds from any minimum denomination of such Asset Sale Note would be left outstanding. (i) areNotices of an Asset Sale Offer shall be sent by first class mail, within twelve postage prepaid, or sent electronically, at least 10 days but not more than 60 days before the applicable purchase date to each Holder at such Holder’s registered address or otherwise in accordance with the Depositary’s procedures. If any Note is to be purchased in part only, any notice of purchase that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased. (12j) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof A new Note in a Permitted Business, principal amount equal to the unpurchased portion of any Note (iiother than a Global Note) are used by purchased in part will be issued in the Applicable Reporting Entity or any Subsidiary thereof to repay Debt name of the Applicable Reporting Entity Holder thereof upon cancellation of the Note. On and after the applicable purchase date, unless the Company defaults in payment of the purchase price, interest shall cease to accrue on Notes or any Subsidiary thereof, or (iii) portions thereof which are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Salepurchased.

Asset Sales. Except for the sale Within 360 days after consummation of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity, and in the case of the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25Florsheim may elect to apply 100% of the total assets of Net Cash Proceeds thereof to (A) repay Indebtedness outstanding pursuant to the Applicable Reporting Entity Credit Facility (and its Consolidated Subsidiaries as of to permanently reduce the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: commitments thereunder by a corresponding amount) or (aB) if any such Asset Sale is make an Investment in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale either (i) areanother business or (ii) capital expenditures or other non-current tangible assets, within twelve (12) months of such Asset Salein each case, invested which is engaged or reinvested by the Applicable Reporting Entity or any Subsidiary thereof used in a Permitted Business. Any Net Cash Proceeds from an Asset Sale that are not applied or invested as provided in the preceding sentence shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $5 million, Florsheim shall make an offer to all Holders of Securities (iian "Asset Sale Offer") are used by to purchase the Applicable Reporting Entity or any Subsidiary thereof to repay Debt maximum principal amount of Securities that may be purchased out of the Applicable Reporting Entity or any Subsidiary thereofExcess Proceeds, or at an offer price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in Section 3.09 hereof. If the aggregate principal amount of Securities surrendered by Holders exceeds the amount of Excess Proceeds, the Trustee will select the Securities to be purchased on a pro rata basis. To the extent the aggregate principal amount of Securities tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, Florsheim may use such deficiency for general corporate purposes and such deficiency shall no longer be deemed "Excess Proceeds." The Asset Sale Offer shall be made by Florsheim in compliance with all applicable laws, including, without limitation, Regulation 14E of the Exchange Act, to the extent applicable, and all applicable federal and state securities laws and the rules thereunder. (iiif) are retained Each of Section 6.01 of the Original Indenture and Section 12 of the Securities shall be amended by the Applicable Reporting Entity or any Subsidiary thereof; or deleting clauses (evi) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Sale.and (vii)

Asset Sales. Except for (a) Consummate: (i) any Asset Sale of all, substantially all, and/or, except in each case to the sale of assets required to be sold to conform with governmental requirementsextent permitted by Section 6.06(b), the Applicable Reporting Entity, and in the case any portion of the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as Paulsboro Facility, the DCR Facility, the Toledo Facility, the Chalmette Facility or the Torrance Facility (or all or substantially all of the beginning of Equity Interests in Paulsboro, Delaware City, Toledo, Chalmette or Torrance, in which event the Applicable Reporting Entity’s most recently ended full fiscal quarterapplicable entity would cease to be a Borrower); provided, however, that any such Asset Sale will shall be disregarded for purposes permitted as long as (x) neither Standard & Poor’s Ratings Group nor ▇▇▇▇▇’▇ Investors Service Inc. downgrades the Index Debt Rating (as defined on Annex I hereto) in existence immediately prior to the announcement of the 25% limitation specified above: (a) if any such Asset Sale as a result of any such Asset Sale to any level below BB- / Ba3 (provided to the extent that one of the Index Debt Ratings is below such level and the other is not, this requirement shall be deemed to be satisfied), and (y) after giving effect to such Asset Sale, Pro Forma Excess Availability shall be greater than the Threshold Amount; or (ii) any sale of Designated Accounts Receivable unless (i) each such sale is a Permitted Receivables Sale, (ii) each such sale shall be consummated only upon the receipt by Holdings of the cash purchase price therefore paid into the Receivables Collection Account and (iii) the Receivables Purchase End Period shall not have occurred and be continuing. Beginning with and at all times during the Receivables Purchase End Period, Holdings shall not sell or transfer, any Designated Accounts Receivable not previously purchased or sold prior to the Receivables Purchase End Period. (b) At any time when Excess Availability is below the Threshold Basket Amount after giving effect to such Asset Sale on a pro forma basis, consummate any Asset Sale other than: (i) disposition of used, worn out, damaged, obsolete or surplus property by any Company in the ordinary course of business and the abandonment or other disposition of intellectual property (including Intellectual Property) that is, in the reasonable judgment of ▇▇▇▇▇▇▇▇▇, no longer commercially desirable to maintain or useful in the conduct of the Applicable Reporting Entity business of the Companies taken as a whole; (ii) leases of real or personal property in the ordinary course of business and its Subsidiariesnot in violation of the Loan Documents; (iii) [Reserved]; (iv) mergers and consolidations in compliance with Section 6.05; (v) Investments in compliance with Section 6.04; (vi) Asset Sales in connection with Sale and Leaseback Transactions permitted under Section 6.03; and (bvii) if other Asset Sales at fair market value; provided that, (i) at the assets subject to time of such Asset Sale (other than any such Asset Sale are worn out made pursuant to a legally binding commitment entered into at a time when no Default exists), no Default shall exist or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any would result from such Asset Sale are being transferred to a Wholly Owned Subsidiary of Sale, (ii) at the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months time of such Asset Sale, invested both before and after giving effect thereto, Excess Availability shall be greater than the Threshold Basket Amount and (iii) at least 75% of the purchase price for all property subject to such Asset Sale shall be paid solely in cash and Cash Equivalents, it being understood that notes and other property convertible into cash within 90 days after the date of receipt shall be considered cash for purposes of this Section 6.06(b); (viii) dispositions of immaterial, damaged, surplus or reinvested by obsolete assets in the Applicable Reporting Entity ordinary course of business; (ix) dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased or any Subsidiary thereof in a Permitted Business, (ii) the proceeds of such disposition are used promptly applied to the purchase price of such replacement property (which replacement property is actually promptly purchased); (x) to the extent Asset Sales, transactions permitted by Sections 6.03, 6.05 and 6.07; (xi) Asset Sales of Cash Equivalents; (xii) leases, subleases, licenses or sublicenses, that do not materially interfere with the Applicable Reporting Entity or any Subsidiary thereof to repay Debt business of the Applicable Reporting Entity Companies, taken as a whole; (xiii) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event; (xiv) Asset Sales of property not otherwise permitted under this Section 6.06; provided that (i) at the time of such Asset Sale (other than any such Asset Sale made pursuant to a legally binding commitment entered into at a time when no Event of Default exists), no Event of Default shall exist or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any would result from such Asset Sale, both Rating Agencies confirm and (ii) the then-current Borrower’s Applicable Ratings aggregate fair market value of all property disposed of in reliance on this clause (xiv) on or after giving effect the Effective Date shall not exceed the sum of (a) $100,000,000 plus (b) commencing with the calendar year in which the Original Effective Date occurs, $50,000,000 per calendar year (with any unused amount in any calendar year being carried over to the succeeding calendar years until used). (xv) Asset Sales of Investments in joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (xvi) to the extent, if any, constituting an Asset Sale, Asset Sales of accounts receivable or notes receivable in the ordinary course of business in connection with the collection or compromise thereof; (xvii) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Excluded Subsidiary; (xviii) the unwinding of any Hedging Agreement pursuant to its terms; and (xix) Asset Sales of any MLP Drop Down and Railcar Assets to any Affiliate of a Loan Party. To the extent the Required Lenders or all the Lenders, as applicable, waive the provisions of this Section 6.06 with respect to the sale of any Collateral, or any Collateral is sold as permitted by this Section 6.06, such Asset SaleCollateral (unless sold to a Loan Party) shall be sold free and clear of the Liens created by the Security Documents.

Asset Sales. Except for (a) Engage, directly or indirectly, in an ----------- Asset Sale (except an Exempt Asset Sale) unless: (i) the sale Borrower (or such Subsidiary) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets required to be sold to conform with governmental requirements, the Applicable Reporting Entityor otherwise disposed of, and in the case of a lease of assets, a lease providing for rent and other conditions which are no less favorable to the GuarantorBorrower (or such Subsidiary) in any material respect than the then prevailing market conditions (as determined in each case by the Board of Directors of the Borrower, whose determination shall be conclusive if made in good faith and evidenced by a Board Resolution set forth in an officers' certificate of the Borrower delivered to the Agent); (ii) at least 85% (100% in the case of lease payments) of the consideration therefor received by the Borrower or such Subsidiary is in the form of cash or Cash Equivalents; and (iii) No Default or Event of Default exists or would result therefrom. (b) The Borrower may apply, and may permit its Material SubsidiariesSubsidiaries to apply, Net Proceeds of an Asset Sale (other than an Exempt Asset Sale), at its option, in each case within 180 days after the consummation of such an Asset Sale: (i) to permanently reduce Indebtedness outstanding hereunder (and to permanently reduce the Commitments with respect thereto) or pursuant to the Senior Notes; (ii) to acquire Eligible Assets or to reimburse the Borrower or its Subsidiaries for expenditures previously made to acquire Eligible Assets, provided that any such expenditures were made not more than 180 -------- days prior to the consummation of such Asset Sale and were made in contemplation of such Asset Sale and for the purpose of replacing the assets to be disposed of in such Asset Sale; or (iii) to reimburse the Borrower 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 such Net Proceeds, the Borrower may invest such Net Proceeds temporarily in Cash Equivalents or apply such Net Proceeds to reduce amounts outstanding hereunder. Notwithstanding the foregoing, with respect to any Asset Sale of any Collateral, the Borrower (or such Subsidiary) shall not consummate be permitted to enter into any Asset SaleSale with respect thereto unless and until the Borrower has granted to the Agent, if for the aggregate net book ratable benefit of the Lenders, a perfected security interest in additional Collateral of a quality and value (including cash or Cash Equivalents) at least equal to the quality and value of all such the Collateral subject to the Asset Sales consummated during Sale (in each case, as determined in the four calendar quarters immediately preceding any date of determination would exceed 25% reasonable discretion of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarterRequired Lenders); provided, however, that any such requirement for substitute Collateral shall not apply to an Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course Capital Stock or all of business substantially all of the Applicable Reporting Entity assets of ▇▇▇▇▇▇▇ Aviation Co. and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Sale.▇▇▇▇▇▇▇ Aviation Management Co.

Asset Sales. Except for (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Sale (except with respect to an Event of Loss) unless: (1) the sale Company (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 of the assets required or Equity Interests issued or sold or otherwise disposed of; and (2) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents; (A) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any of its Restricted Subsidiaries (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 releasing 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 contemporaneously, subject to ordinary settlement periods, converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in that conversion); and (C) any Designated Non-cash Consideration received by the Company or such Restricted 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 (iii) that is at that time outstanding, not to exceed the greater of $15.0 million and 2.0% of Consolidated 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, will be deemed to be sold to conform with governmental requirementscash for purposes of this provision. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale by the Company or a Restricted Subsidiary, the Applicable Reporting Entity, Company or such Restricted Subsidiary may apply such Net Proceeds at its option: (1) to permanently reduce Indebtedness of the Company or any Guarantor (and in the case of the a revolving credit, to correspondingly reduce commitments with respect thereto); (2) with respect to Asset Sales of assets of a Restricted Subsidiary that is not a Guarantor, its Material Subsidiariesto permanently reduce Indebtedness of a Restricted Subsidiary that is not a Guarantor (and in the case of a revolving credit, shall not consummate any to correspondingly reduce commitments with respect thereto), other than Indebtedness owed to the Company or another Subsidiary; (3) to the making of a Capital Expenditure or the acquisition of a controlling interest in another business or other asset, in each case, that is used or useful in a Similar Business or that replaces the assets that are the subject of such Asset Sale, if ; or (4) to the aggregate net book value of all such Asset Sales consummated during extent the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes constituted the sale of consumer loans, or other loans generated through the 25% limitation specified above: (a) if any such Asset Sale is conduct of Similar Businesses, then to the making of advances and the extension of credit to customers in the ordinary course of business consistent with past practice that are either (A) recorded as accounts receivable or consumer loans on the consolidated balance sheet of the Applicable Reporting Entity and its Subsidiaries; Company or (bB) consumer loans the making of which are facilitated by the Company or a Restricted Subsidiary acting as a credit services organization or similar services provider in an amount no greater than the cash used to cash collateralize or repurchase such loans, provided that, in the case of clause (3) above, a binding commitment to make a Capital Expenditure or acquire a controlling interest shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Company or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”) and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Proceeds are applied in connection therewith, then such Net Proceeds shall constitute Excess Proceeds if the assets not actually applied or subject to a binding commitment or otherwise applied under clause (1), (2), (3) or (4) of this ‎Section 4.16(b) within the applicable 365 day period. Pending the final application of any such Net Proceeds, the Company or a Restricted Subsidiary may temporarily reduce Indebtedness under the Credit Facilities or invest such Net Proceeds in any manner that is not prohibited by the Indenture. (c) Any Net Proceeds from Asset Sales that are not applied or invested (by election or as a result of the passage of time) as provided in ‎Section 4.16(b) will be deemed to constitute “Excess Proceeds.” Excess Proceeds of less than $20.0 million will be carried forward and accumulated. When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company will be required to make an offer (an “Asset Sale are worn out Offer”) to all Holders of Notes to purchase Notes having a principal amount equal to (A) accumulated Excess Proceeds, multiplied by (B) a fraction (x) the numerator of which is equal to the outstanding principal amount of the Notes and (y) the denominator of which is equal to the outstanding principal amount of the Notes and all pari passu Indebtedness similarly required to be repaid, redeemed or are no longer useful or necessary tendered for in connection with the operation of Asset Sale, rounded down to the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any nearest $1,000. The offer price for such Asset Sale are being transferred Offer shall be an amount in cash equal to a Wholly Owned Subsidiary 100% of the Applicable Reporting Entity; (d) principal amount thereof, plus accrued and unpaid interest, if any, to the proceeds from date of purchase, in accordance with the procedures set forth in the Indenture. Any Excess Proceeds remaining after consummation of the Asset Sale Offer may be used by the Company and its Restricted Subsidiaries for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of the Excess Proceeds available to be applied to their repurchase, the Trustee shall select the Notes to be purchased on a pro rata basis based upon principal balance or accreted value, or to the extent that selection on a pro rata basis is not practicable, by lot or by such method as the Trustee considers fair and appropriate in accordance with DTC procedures. Upon completion of such Asset Sale (i) areOffer, within twelve (12) months the amount of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset SaleExcess Proceeds shall be reset at zero.

Asset Sales. Except for No later than the sale fifth (5th) Business Day after the Borrower’s or a Restricted Subsidiary’s receipt of assets any Net Proceeds (i) in excess of $5,000,000 from any Asset Sale, the Borrower shall make an offer to the Lenders to prepay the Loans in an aggregate principal amount equal to such portion of such Net Proceeds as permitted hereunder, at a price equal to 100.0% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, plus (without duplication of any amounts required to be sold to conform with governmental requirements, paid under Section 2.8) the Applicable Reporting Entity, and applicable MOIC Amount (provided that in the case of the Guarantor, Long Ridge Sale or any other Asset Sale by Ohio River Partners Holdco LLC or any of its Material Restricted Subsidiaries, shall not consummate any Asset Salethe accrued and unpaid interest and additional interest, if any, and the aggregate net book value applicable MOIC Amount shall be paid from such Net Proceeds and credited against such amount of all Loans required to be prepaid), if any; provided that, so long as no Event of Default under Sections 7.1(a)(i), (vii) or (viii) shall have occurred and be continuing at the time the Net Proceeds from any such Asset Sales consummated (other than the Long Ridge Sale) are received, the Borrower shall have the option, directly or through one or more of its Restricted Subsidiaries, to reinvest such Net Proceeds to the extent (x) such Net Proceeds are so reinvested within ninety (90) days of receipt thereof, or (y) the Borrower or one or more of its Restricted Subsidiaries have committed to reinvest such Net Proceeds during such ninety (90)-day period and such Net Proceeds are so reinvested within ninety (90) days after the four calendar quarters immediately preceding any date of determination would exceed 25% expiration of the total initial ninety (90)-day period, in assets useful in the business of the Applicable Reporting Entity Borrower and its Consolidated Restricted Subsidiaries as (or to use such Net Proceeds to replace assets Disposed of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarterin such Asset Sale); provided, howeverfurther, that (x) any such Asset Sale will Net Proceeds not so reinvested shall be disregarded for purposes applied to the prepayment of the 25% limitation specified above: Loans as set forth in this Section 2.11(a) at the end of such reinvestment period and (ay) if the aggregate amount of any such Asset Sale is in Net Proceeds reinvested pursuant to this Section 2.11(a) and Section 2.11(b) below shall not exceed $50,000,000. Notwithstanding the ordinary course of business of foregoing, the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject Borrower shall not be required to cause any such Asset Sale are worn out or are no longer useful or necessary in connection Restricted Subsidiary to pay cash distributions with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds Net Proceeds from any such Asset Sale to the extent that such distributions are not permitted by the terms of (i) are, within twelve any contract in existence on the Closing Date to which such Restricted Subsidiary is bound or subject to (12) months including any contract governing Indebtedness or preferred equity of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted BusinessRestricted Subsidiary), (ii) are used by the Applicable Reporting Entity applicable Organizational Documents, applicable governmental approvals or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, applicable Law or (iii) are retained any contract governing Indebtedness not prohibited by Section 6.3, so long as in the Applicable Reporting Entity case of Refinancing Indebtedness, such contract does not include any limitation on cash distributions by any Restricted Subsidiary that is materially more restrictive than the limitations set forth in the existing debt facility, loan agreement or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Saleother debt document being refinanced thereby.

Asset Sales. Except for No later than the sale tenth (10th) Business Day following the date of assets receipt by any Credit Party or any of its Subsidiaries of any Net Asset Sale Proceeds (it being understood that such Net Asset Sale Proceeds shall be deposited into a Controlled Account on the same Business Day as receipt thereof), the Company shall prepay the Loans as set forth in Section 2.14(b) in an aggregate amount equal to one hundred percent (100%) of such Net Asset Sale Proceeds plus any amount due pursuant to Sections 2.10(a) and (b) (such amounts, the “Asset Sale Reinvestment Amounts”); provided, that no such prepayment shall be required under this Section 2.13(a) to the extent the (a) Net Asset Sale Proceeds of any individual Asset Sale or series of related Asset Sales does not exceed $2,000,000 and (b) aggregate Net Asset Sale Proceeds received by any Credit Party and/or any of its Subsidiaries from the Closing Date through the applicable date of determination does not exceed $5,000,000 (and then, in each case, only the amount in excess thereof shall be required to be sold to conform with governmental requirementspaid); and provided, further, that, so long as no Default or Event of Default shall have occurred and be continuing, the Applicable Reporting EntityCompany shall have the option, directly or through one or more of its Subsidiaries that are Credit Parties, to invest (i) with respect to Asset Sale Reinvestment Amounts from Assets Sales other than Specified Assets Sales (A) 100% of such Asset Sale Reinvestment Amounts up to an aggregate amount less than $30,000,000 and (B) to the extent that such Asset Sale Reinvestment Amounts equal $30,000,000 or more, 60% of such Asset Sale Reinvestment Amounts, and (ii) with respect to Asset Sale Reinvestment Amounts from Specified Asset Sales, 50% of such Asset Sale Reinvestment Amounts, in each case within three hundred sixty-five (365) days of receipt thereof (the “Asset Sale Reinvestment Period”) in the case costs of the Guarantorresearch, its Material Subsidiariesdevelopment, shall not consummate any Asset Salecommercialization, if the aggregate net book value license, purchase, or other acquisition or investment of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total or in other assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is general type used or useful in the ordinary course of business of the Applicable Reporting Entity Company and its Subsidiaries; . In the event that Asset Sale Reinvestment Amounts are not reinvested by Company prior to the expiration of the applicable Asset Sale Reinvestment Period, the Company shall prepay the Loans as set forth in Section 2.14(b) in an aggregate amount equal to one hundred percent (100%) of such unreinvested Asset Sale Reinvestment Amounts plus any amount due pursuant to Sections 2.10(a) and (b). If at any time an Event of Default has occurred and is continuing, then all unreinvested Asset Sale Reinvestment Amounts shall be used to prepay the Loans (including any amount owing under Section 2.10(a) and (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (csuch prepayment) if the assets subject to immediately and without any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Saledemand.

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting EntityThe Issuer shall not, and in the case of the Guarantor, its Material Subsidiaries, shall not consummate permit any Asset Saleof its Restricted Subsidiaries (other than, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding so long as any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; providedGCUK Notes are outstanding, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity GCUK Telecom and its Subsidiaries; (b) if the assets subject to any such to, consummate an Asset Sale are worn out unless (i) the Issuer (or are no longer useful or necessary in connection with such Restricted Subsidiary, as the operation case may be) receives consideration at the time of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (iif other than a Casualty Event) are, within twelve at least equal to the Fair Market Value (12taking into account the value of all consideration received in connection therewith and set forth in an Officers’ Certificate delivered to the Trustee) months of the Property or Equity Interests that are the subject of such Asset Sale, invested or reinvested (ii) at least 80% 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 Applicable Reporting Entity Issuer (or such Restricted Subsidiary, as the case may be) from such Asset Sale shall be remitted, subject to any Subsidiary thereof Intercreditor Agreement, to the Trustee for deposit into the Asset Sale Proceeds Account free of any Lien (other than the Liens of the Security Documents and any Working Capital Facility), and (iv) the Issuer (or such Restricted Subsidiary, as the case may be) shall take such action as shall be necessary under 6.03 hereof in order to maintain the Lien of the Trustee on any other consideration received in such Asset Sale. The Net Cash Proceeds from such Asset Sale 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 Net Cash Proceeds of a Casualty 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 Asset Sale, to the reinvestment into Property that is used or useful in a 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 (ii) are used or within such shorter period as shall be specified by the Applicable Reporting Entity or any Subsidiary thereof Issuer), such remaining Net Cash Proceeds shall be applied to repay Debt the making of an Asset Sale Offer as provided in the next-following paragraph. The aggregate amount of the Applicable Reporting Entity Net Cash Proceeds remaining at the end of such period after the application of such Net Cash Proceeds to the repair, rebuilding, replacement or any Subsidiary 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 may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, or (iii) are retained plus accrued and unpaid interest thereon, if any, to the date of purchase, in 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 Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any aggregate principal amount of Notes tendered in such Asset SaleSale Offer exceeds the amount of Excess Proceeds, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect Trustee shall select the Notes to any be purchased on a pro rata basis. Upon completion of such Asset SaleSale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph.

Asset Sales. Except (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the Equity Interests or other assets issued or sold or otherwise disposed of; and (2) (x) 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 (y) the Fair Market Value of all forms of consideration other than cash received for all Asset Sales since the Issue Date does not exceed in the aggregate 15% of the Adjusted Consolidated Net Tangible Assets of the Company at the time each determination is made. For purposes of this provision, each of the following shall be deemed to be cash: (i) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and Subordinated Obligations) 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; (ii) 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 after the date of the Asset Sale, to the extent of the cash received in that conversion; (iii) any stock or assets of the kind referred to in clause (b)(2) or (b)(3) below; and (iv) accounts receivable of a business retained by the Company or any Restricted Subsidiary, as the case may be, following the sale of such business; provided that such accounts receivable are not (x) past due more than 90 days and (y) do not have a payment date greater than 120 days from the date of the invoice creating such accounts receivable. (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, or, if within such 365-day period the Company has entered into a binding commitment or commitments with respect to the actions described in clause (2) or (3) below, within 180 days after the entry into such binding commitment or commitments (or, if later, 365 days after receipt of such Net Proceeds), the Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds: (1) (i) if the Asset Sale is a Collateral Disposition, to repay, prepay, redeem or repurchase Priority Lien Debt or Parity Lien Debt; provided that with respect to Parity Lien Debt, such repayment, prepayment, redemption or repurchase must be made either by a pro rata redemption, repayment or repurchase of outstanding Parity Lien Debt or by an offer to purchase on a pro rata basis made to all holders of Parity Lien Debt under the procedures set forth in Section 3.09 or (ii) if such Asset Sale is not a Collateral Disposition, to repay, prepay, redeem or repurchase Indebtedness of the Company or a Restricted Subsidiary that is not a Subordinated Obligation (but, in each case, excluding Indebtedness between or among the Company or any Restricted Subsidiary or any of their Affiliates); (2) to invest in Additional Assets; (3) to make capital expenditures in respect of the Company’s or its Restricted Subsidiaries’ Oil and Gas Business; or (4) any combination of the foregoing. Pending the application of any Net Proceeds in the manner provided above, the Company or any Restricted Subsidiary may invest the Net Proceeds in any manner that is not prohibited by this Indenture. (c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.11(b) will constitute “Excess Proceeds.” Within five days after the date that the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company will make an Asset Sale Offer to all Holders of Notes and (i) with respect to Excess Proceeds from any Asset Sale that is a Collateral Disposition, all holders of other Parity Lien Obligations, or (ii) with respect to other Excess Proceeds, all holders of other Indebtedness that is pari passu in right of payment with the Notes (with a copy to the Trustee) containing provisions similar to those set forth in this Indenture (such applicable holders of any Parity Lien Obligations or other applicable pari passu Indebtedness, the “Other Offer Parties”) with respect to offers to purchase, repay or redeem with the proceeds of sales of assets required in accordance with Section 3.09 to purchase or repay on a pro rata basis the maximum principal amount of Notes and such other Indebtedness that may be purchased or repaid out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest to, but excluding, the date of purchase or repayment, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate purchase price for Notes tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds allocated for the purchase of Notes pursuant to the Asset Sale Offer, the Trustee shall select the Notes to be sold to conform with governmental requirementspurchased on a pro rata basis (or, the Applicable Reporting Entity, and in the case of Notes represented by a Global Note, the GuarantorTrustee will select Notes for purchase by such method as DTC may require), subject to adjustment to maintain authorized minimum denominations. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (d) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 or this Section 4.11, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its Material Subsidiariesobligations under Section 3.09 or this Section 4.11 by virtue of such compliance. (e) Notwithstanding Section 4.11(a) and (b), shall not the Company and its Restricted Subsidiaries will be permitted to consummate any an Asset Sale, if Sale without complying with such clauses to the aggregate net book value of all extent that: (1) the consideration for such Asset Sales consummated during Sale constitutes Additional Assets and/or the four calendar quarters immediately preceding assumption of obligations secured by Liens that burden some or all of the assets being sold and/or cash or Cash Equivalents; provided that, in the case of any date such assumption, (i) the Person assuming such obligations shall have no recourse with respect to such obligations to the Company or any of determination would exceed 25its Restricted Subsidiaries and (ii) no assets of the Company or any of its Restricted Subsidiaries (other than those assets being sold) are subject to such Liens; and (2) such Asset Sale is for Fair Market Value; provided that at least 75% of the total assets consideration received by the Company or any of the Applicable Reporting Entity and its Consolidated Restricted Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that in connection with any such Asset Sale will shall be disregarded for purposes in the form of Additional Assets, the assumption of obligations secured by Liens described in clause (e)(1) above, cash or Cash Equivalents (including, without limitation, assets deemed cash pursuant to clause (a)(2) above), or any combination of the 25% limitation specified above: (aforegoing, and that any Net Proceeds so received shall be subject to Section 4.11(a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Sale).

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity(a) The Company will not, and will not permit any of its Subsidiaries to, consummate an Asset Sale unless: (1) the Company (or the applicable Subsidiary, as the case may be) receives consideration in the case form of Permitted Consideration; and (2) at the time of the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any Permitted Consideration received in such Asset Sale will be disregarded for purposes by the Company or such Subsidiary is at least equal to the Fair Value of the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; Collateral or Supporting Assets issued or sold or otherwise disposed of. (b) if Within 180 days after the assets subject to receipt of any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds Net Cash Proceeds from any such Asset Sale (i) are, within twelve (12) months of such an Asset Sale, invested the Company or reinvested the applicable Subsidiary, as the case may be, may: (1) apply such Net Cash Proceeds at its option to permanently repay Permitted First Lien Indebtedness and, if such Permitted First Lien Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; or (2) provide additional Collateral or Supporting Assets (including by way of an increase in any advance or Equity Interest which is existing Collateral or Supporting Assets) with a Fair Value substantially equivalent to the Applicable Reporting Entity or any Subsidiary thereof Net Cash Proceeds received in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Sale. (c) Any Net Cash Proceeds from Asset Sales in excess of Retained Proceeds, that are not applied or invested as provided in the preceding paragraph of this Section 4.10 will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million, within 30 days thereof, the Company will make an offer to purchase (an “Asset Sale Offer”) to all Holders in an amount equal to the Excess Proceeds in accordance with Section 3.08. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered into an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Company may, at its election, make an Asset Sale Offer concurrently for both the Notes and the Junior Secured Notes; provided however, that in the event such Asset Sale Offer is oversubscribed, the Company shall first purchase all Notes tendered in such offer prior to purchasing any Junior Secured Notes or Pari Passu Third Lien Indebtedness.

Asset Sales. Except for the sale (a) The Company shall not, and shall not permit Holdings or any Restricted Subsidiary to, cause, make or suffer to exist an Asset Sale of any assets required to be sold to conform with governmental requirementsthat do not constitute ABL Collateral, unless: (1) Holdings, the Applicable Reporting EntityCompany or such Restricted Subsidiary, and 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 Company) of the assets sold or otherwise disposed of; (2) except in the case of the Guarantora Permitted Asset Swap, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25at least 75% of the total consideration therefor received by Holdings, the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; (3) to the extent that any consideration received by Holdings, the Company or a Restricted Subsidiary in such Asset Sale constitute securities or other assets that constitute Collateral, such securities or other assets, including the assets of any Person that becomes a Guarantor as a result of such transaction, are concurrently with their acquisition added to the Applicable Reporting Entity and its Consolidated Subsidiaries as Collateral securing the Notes; and (4) the Net Proceeds from any such Asset Sale of Notes Collateral is paid directly by the purchaser thereof to the Notes Collateral Agent to be held in trust in an Asset Sale Proceeds Account for application in accordance with this Section 1018. Notwithstanding the foregoing provisions of the beginning above paragraph, Holdings, the Company and the Restricted Subsidiaries shall not be required to cause any Net Proceeds to be held in an Asset Sale Proceeds Account in accordance with clause (4) of the Applicable Reporting Entityabove paragraph except to the extent the aggregate Net Proceeds from all Asset Sales of Notes Collateral which are not held in an Asset Sale Proceeds Account, or have not been previously applied in accordance with the provisions of the following paragraphs relating to the application of Net Proceeds from Asset Sales of Notes Collateral, exceeds $5.0 million. Within 365 days after Holdings’, the Company’s most recently ended full fiscal quarteror a Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale covered by this clause (a), Holdings, the Company or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale: (1) to make one or more offers to the Holders of the Notes (and, at the option of the Company, the holders of Other Pari Passu Lien Obligations) to purchase Notes (and such Other Pari Passu Lien Obligations) pursuant to and subject to the conditions contained this Indenture (each, an “Asset Sale Offer”); provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (1), Holdings, the Company or such Restricted Subsidiary shall permanently retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided further that if Holdings, the Company or such Restricted Subsidiary shall so reduce any Other Pari Passu Lien Obligations, the Company shall equally and ratably reduce Indebtedness under the Notes by making an offer to all Holders of notes to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional interest, if any, the pro rata principal amount of the Notes, such offer to be conducted in accordance with the procedures set forth below for an Asset Sale Offer but without any further limitation in amount; (2) to an investment 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 the Company or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, in each of (a), (b) and (c), used or useful in a Similar Business; provided, further, that such investment is concurrently added to the Notes Collateral securing the Notes; (3) to an Investment 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 the Company or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties or (c) other assets that, in each of (a), (b) and (c) replace the businesses, properties and assets that are the subject of such Asset Sale; provided further that such Investment is concurrently added to the Notes Collateral securing the Notes; or (4) to the extent such Net Proceeds are not from Asset Sales of Collateral, to permanently reduce Indebtedness of a Restricted Subsidiary that is not a Guarantor, other than Indebtedness owed to the Company, a Guarantor or another Restricted Subsidiary. Any Net Proceeds from the Asset Sales covered by this clause (a) that are not invested or applied as provided and within the time period set forth in the first sentence of the immediately preceding paragraph shall 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 all Holders, and, if required by the terms of any Other Pari Passu Lien Obligations, to the holders of such Other Pari Passu Lien Obligations, to purchase the maximum principal amount of Notes and such Other Pari Passu Lien Obligations, that are $2,000 or an integral multiple of $1,000 in excess thereof 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, in accordance with the procedures set forth in this Indenture. The Company shall commence an Asset Sale Offer with respect to Excess Proceeds within ten business days after the date that Excess Proceeds exceeds $15.0 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Notes and such Other Pari Passu Lien Obligations 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, subject to other covenants contained in this Indenture. If the aggregate principal amount of Notes or the Other Pari Passu Lien Obligations surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Other Pari Passu Lien Obligations to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Other Pari Passu Lien Obligations tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. After the Company or any Restricted Subsidiary has applied the Net Proceeds from any Asset Sale of any Notes Collateral as provided in, and within the time periods required by, this paragraph (a), the balance of such Net Proceeds, if any, from such Asset Sale of Notes Collateral shall be released by the Notes Collateral Agent to the Company or such Restricted Subsidiary for use by the Company or such Restricted Subsidiary for any purpose not prohibited by the terms of this Indenture. (b) The Company will be disregarded for purposes not, and will not permit any Restricted Subsidiary to, directly or indirectly consummate an Asset Sale of ABL Collateral unless: (1) 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 Company) of the 25assets sold or otherwise disposed of; (2) except in the case of a Permitted Asset Swap, at least 75% limitation specified above: of the consideration therefor received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; and (3) to the extent that any consideration received by the Company and the Restricted Subsidiaries in such Asset Sale constitute securities or other assets that constitute Collateral, such securities or other assets, including the assets of any Person that becomes a Guarantor as a result of such transaction, are concurrently with their acquisition added to the Collateral securing the Notes. Within 365 days after the Company’s or Restricted Subsidiary’s receipt of the Net Proceeds from such Asset Sale, the Company or such Restricted Subsidiary may at its option do any one or more of the following: (1) permanently reduce (x) any Indebtedness under the Credit Agreement or any Indebtedness of the Company or a Guarantor that in each case is secured by a Lien on the ABL Collateral that is prior to the Lien on the ABL Collateral in favor of Holders or (y) any Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor (and, in the case of revolving obligations under clauses (x) or (y), to correspondingly reduce commitments with respect thereto), in each case other than Indebtedness owed to the Company or a Subsidiary of the Company; (2) make an investment in (a) if any one or more businesses; provided that such Asset Sale investment in any business is in the ordinary course of business form of the Applicable Reporting Entity acquisition of Capital Stock and its Subsidiaries; results in the Company or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) if the assets subject to any such Asset Sale are worn out capital expenditures or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if acquisitions of other assets, in each of (a), (b) and (c), used or useful in a Similar Business; provided, further, that such investment is concurrently added to the assets subject to Collateral securing the Notes; and/or (3) make an investment in (a) any one or more businesses; provided that such Asset Sale are being transferred to a Wholly Owned Subsidiary investment in any business is in the form of the Applicable Reporting Entity; acquisition of Capital Stock and results in the Company or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (db) if properties or (c) other assets that, in each of (a), (b) and (c) replace the proceeds from any such Asset Sale (i) arebusinesses, within twelve (12) months properties and assets that are the subject of such Asset Sale; provided, further, that such investment is concurrently added to the Collateral securing the Notes. Any Net Proceeds from an Asset Sale of ABL Collateral that are not invested or reinvested by applied as provided and within the Applicable Reporting Entity or any Subsidiary thereof time period set forth in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt first sentence of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by immediately preceding paragraph shall be deemed to constitute “Excess ABL Proceeds.” When the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Sale.aggregate amount of Excess ABL Proceeds exceeds

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting EntityThe Company shall not, and in shall not permit any of its Restricted Subsidiaries to consummate an Asset Sale unless (x) the Company (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 of the Guarantor, its Material Subsidiaries, assets or Equity Interests sold or otherwise disposed of; (y) such fair market value shall not consummate any Asset Sale, if be determined by the aggregate net book value Company's Board of all such Asset Sales consummated during Directors (whose good faith determination shall be conclusive) and evidenced by a resolution of the four calendar quarters immediately preceding any date Board of determination would exceed 25Directors set forth in an Officers' Certificate delivered to the Trustee; and (z) at least 75% of the total assets consideration received therefor by the Company or such Restricted Subsidiary is in the form of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quartercash or Cash Equivalents; 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 notes thereto), of the Company or any 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 Asset Sale will 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 any 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 in that conversion) within 30 days of receipt thereof, shall be disregarded deemed to be cash for purposes of this provision. A transfer of assets by the 25% limitation specified above: Company to a Wholly Owned Restricted Subsidiary or by a Wholly Owned Restricted Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary, and an issuance of Equity Interests by a Wholly Owned Restricted Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary, shall not be deemed to be an Asset Sale. Any Restricted Payment that is permitted by Section 4.07 hereof will not be deemed to be an Asset Sale. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may (a) if apply the Net Proceeds from such Asset Sale, at its option, (i) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business, or Voting Stock of a Restricted Subsidiary engaged in a Permitted Business (other then any such Asset Sale is Voting Stock owned or held by a Restricted Subsidiary), (ii) to make a capital expenditure, or (3) to acquire other assets that are used or useful in the ordinary course a Permitted Business that have an expected useful life of business of the Applicable Reporting Entity and its Subsidiariesone year or longer; (b) enter into a legally binding agreement to apply such Net Proceeds as described in the preceding clause (a) within six months after such agreement is entered into and apply such Net Proceeds in accordance with the terms of such agreement or the provisions of clause (a) above; provided that if such agreement terminates the assets subject Company shall have until the earlier of (i) 90 days after the date of such termination and (ii) six months after the date of the Asset Sale resulting in such Net Proceeds to effect such an application; or (c) to permanently repay (and reduce the commitments with respect to) Pari Passu Indebtedness. Pending the final application of any 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 such Asset Sale that are worn 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 each date on which the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall commence an Asset Sale Offer pursuant to Section 3.09 hereof to all Holders of Notes and all holders of Indebtedness that is 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 to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out or 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 procedures set forth in Section 3.09 hereof. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use such difference for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be deemed to 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 no longer useful or necessary applicable in connection with the operation each repurchase of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject Notes pursuant to any such an Asset Sale are being transferred Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to a Wholly Owned Subsidiary of have breached its obligations under the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months provisions of this Indenture by virtue of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Saleconflict.

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity(a) The Company shall not, and in the case of the Guarantor, its Material Subsidiaries, shall not permit any of its Restricted Subsidiaries to, consummate any Asset Sale, if unless (i) the aggregate net book value consideration received by the Company or such Restricted Subsidiary is at least equal to the Fair Market Value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25assets sold or disposed of, and (ii) at least 75% of the total assets consideration received consists of cash or Cash Equivalents. For purposes of this clause (ii), any liabilities, as shown on the Company's or such Restricted Subsidiary's most recent balance sheet, of the Applicable Reporting Entity Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes) 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, will be deemed to be cash. (b) In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Issue Date in any period of 12 consecutive months exceeds 10% of Adjusted Consolidated Subsidiaries Net Tangible Assets (determined as of the beginning date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection Company has been filed with the operation Commission) then, within 12 months after the date Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets, the businesses of Company shall, or shall cause the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale relevant Restricted Subsidiary, to: (i) areapply an amount equal to such excess Net Cash Proceeds to permanently repay Indebtedness of the Company secured by a Lien or Indebtedness of any Restricted Subsidiary in each case owing to a Person other than the Company or any of its Restricted Subsidiaries, or (ii) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within twelve (12) 12 months after the date of such Asset Saleagreement), invested in property or reinvested by the Applicable Reporting Entity assets (other than current assets) of a nature or any Subsidiary thereof type or that are used in a Permitted Business (or in a company having property and assets of a nature or type, or engaged in a Permitted Business). (c) Pending final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds in any manner that is not prohibited by this Indenture. (iid) are used The amount of such excess Net Cash Proceeds required to be applied, or to be committed to be applied, during such 12-month period as set forth in the preceding paragraph and not applied as so required by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt end of such period shall constitute "Excess Proceeds." If, as of the Applicable Reporting Entity or first day of any Subsidiary calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Asset Sale Offer (as defined below) totals at least $10.0 million, the Company shall commence, not later than the fifteenth business day of such month, and consummate an offer to purchase from the Holders and the holders of any Indebtedness ranking equally with the Notes and entitled to participate in such an Asset Sale Offer on a pro rata basis, an aggregate principal amount of Notes and such other Indebtedness equal to the Excess Proceeds on such date, at a purchase price equal to 100% of the principal amount thereof, or plus, in each case, accrued interest and Additional Interest, if any, to the Payment Date (iii) are retained an "Asset Sale Offer"). If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset SaleSale Offer exceeds the amount of Excess Proceeds, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect Trustee will select the Notes and such other pari passu Indebtedness to any such be purchased on a pro rata basis. Upon completion of each Asset SaleSale Offer, the amount of Excess Proceeds will be reset at zero.

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity(a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i) except in the case of a disposition of Investments in Joint Ventures to the Guarantorextent required by or made pursuant to customary buy/sell arrangements between the Joint Venture parties set forth in Joint Venture agreements or similar binding arrangements, its Material Subsidiariesthe Company (or the Restricted Subsidiary, shall not consummate any as the case may be) receives consideration at the time of such Asset Sale, Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; (ii) such fair market value is determined in good faith by (a) an Officer of the General Partner if the aggregate net book value is less than $50.0 million, as evidenced by an Officers’ Certificate delivered to the Trustee or (b) the Board of all such Directors of the General Partner if the value is $50.0 million or more, as evidenced by a Board Resolution of the General Partner; and (iii) except in the case of a Permitted Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25Swap, at least 75% of the total assets consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents or a combination thereof. For purposes of this provision, each of the Applicable Reporting Entity and its Consolidated Subsidiaries 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) of the beginning Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Guarantee) 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; (B) any securities, Notes or other Obligations received by the Company or any such Restricted Subsidiary from such transferee that are within 180 days after the Asset Sale converted by such Issuer or such Restricted Subsidiary into cash (to the extent of the Applicable Reporting Entity’s most recently ended full fiscal quartercash received in that conversion); and (C) accounts receivable of a business retained by the Company or any Restricted Subsidiary, as the case may be, following the sale of such business, provided, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: accounts receivable are not (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity past due more than 90 days and its Subsidiaries; (b) if do not have a payment date greater than 120 days from the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation date of the businesses invoice creating such accounts receivable. (b) Within 360 days after the receipt of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds Net Proceeds from any such an Asset Sale (or within 90 days after such 360-day period in the event the Company enters into a binding commitment with respect to such application), the Company or a Restricted Subsidiary may apply such Net Proceeds at its option: (i) are, within twelve to repay senior Indebtedness of the Company and/or its Restricted Subsidiaries under the Credit Facilities; and/or (12ii) months to satisfy all mandatory repayment obligations under the Credit Facilities arising by reason of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof ; (iii) to make a capital expenditure in a Permitted Business, ; (iiiv) to acquire other tangible assets that are used or useful in a Permitted Business; or (v) to acquire all or substantially all of the assets of a Person engaged in a Permitted Business or Equity Interests of a Person engaged in a Permitted Business so long as such Person or the Person to which such assets are transferred is or becomes a Restricted Subsidiary. Pending the final application of any 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. (c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.07(b) above will constitute “Excess Proceeds”. When the Applicable Reporting Entity aggregate amount of Excess Proceeds exceeds $25.0 million, the Issuers will make an Asset Sale Offer to all Holders of Notes and, at the option of the Issuers, all holders of other Indebtedness that is pari passu with the Notes to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds; provided that Notes tendered shall be given priority over any such other Indebtedness unless such other Indebtedness contains provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in which case the Notes and such other Indebtedness will be purchased on a pro rata basis. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the Purchase Date, and will be payable in cash. If 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, including, without limitation, the repurchase or redemption of Indebtedness of the Issuers or any Subsidiary thereof Guarantor that is subordinated to repay Debt the Notes or, in the case of the Applicable Reporting Entity or any Subsidiary thereofGuarantor, or (iii) are retained by the Applicable Reporting Entity or any Guarantee of such Subsidiary thereof; or (e) if, prior to any Guarantor. If the aggregate principal amount of Notes tendered into such Asset SaleSale Offer exceeds the amount of Excess Proceeds allocated for repurchases of Notes pursuant to the Asset Sale Offer for Notes, both Rating Agencies confirm the then-current BorrowerTrustee shall select the Notes to be purchased on a pro rata basis (or, in the case of notes in global form, the Trustee shall select the Notes to be purchased based on the Depositary’s Applicable Ratings after giving effect method that most nearly approximates a pro rata selection). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. (d) 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 those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 3.10 or this Section 4.07, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 3.10 or this Section 4.07 by virtue of such Asset Saleconflict.

Asset Sales. Except for Subject to Section 2.11(e), no later than the sale fifth Business Day following the date of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity, and receipt by Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds in the case respect of the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if Borrower shall prepay the Term Loans in an aggregate net book value of all amount equal to such Net Asset Sales consummated during Sale Proceeds; provided that (i) so long as no Default shall have occurred and be continuing, and (ii) to the four calendar quarters immediately preceding any extent that aggregate Net Asset Sale Proceeds from the Closing Date through the applicable date of determination would do not exceed 25% $150,000,000, Borrower may, prior to the date of the total required prepayment, deliver to Administrative Agent a certificate of an Authorized Officer of Borrower to the effect that Borrower intends to, directly or through one or more of its Subsidiaries, invest such Net Asset Sale Proceeds (or a portion thereof specified in such certificate) within 365 days of receipt thereof in long-term productive assets of the Applicable Reporting Entity general type used in the business of Borrower and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any and (unless such Asset Sale will be disregarded for purposes of was made by a Subsidiary that is not a Credit Party and such reinvestment is made by such Subsidiary) that constitute Term Collateral, and certifying that no Default has occurred and is continuing, in which case Borrower may so reinvest such Net Asset Sale Proceeds within such period; provided further, (x) to the 25% limitation specified above: (a) if extent any such Net Asset Sale is Proceeds shall be received in respect of assets owned by a Credit Party, such Net Asset Sale Proceeds may be reinvested only in assets owned by one or more Credit Parties (other than, in each case, Equity Interests in Foreign Subsidiaries, except to the ordinary course extent such Net Asset Sale Proceeds shall have resulted from the sale of business of the Applicable Reporting Entity and its Equity Interests in one or more Foreign Subsidiaries; ), (by) if the assets subject to any such Net Asset Sale Proceeds that are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or not so reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, end of such period shall be applied to prepay the Term Borrowings upon the expiration of such period and (z) all Net Asset Sale Proceeds received after Net Asset Sale Proceeds exceeding $150,000,000 have been reinvested pursuant to this clause (ii) are used by may not be so reinvested and shall be applied to prepay the Applicable Reporting Entity Term Loans. Any amount referred to in any such certificate shall, pending prepayment or any Subsidiary thereof reinvestment as provided in such certificate or application to repay Debt prepay the Term Loan, be held as Cash or Cash Equivalents in a Deposit Account of Borrower that is subject to a Control Agreement in favor of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset SaleCollateral Agent and constitutes Term Collateral.

Asset Sales. Except for No later than the sale first Business Day following the date of assets required to be sold to conform with governmental requirementsreceipt by any Credit Party of any Net Asset Sale Proceeds in excess of $250,000 in the aggregate since the Restatement Date, the Applicable Reporting EntityCompanies shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.14(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 in be continuing, upon delivery of a written notice to Administrative Agent, the case of Companies shall have the Guarantoroption, its Material directly or through one or more Subsidiaries, shall not consummate any to invest Net Asset Sale, if Sale Proceeds (the aggregate net book value of all such “Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total Sale Reinvestment Amounts”) in (1) long-term productive assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as general type used in the business of the beginning Companies if such assets are purchased or constructed within one hundred eighty (180) days following receipt of such Net Asset Sale Proceeds (and so long as any such individual or aggregate investment in the amount of $250,000 or more has been consented to by Administrative Agent and Requisite Lenders) or (2) Permitted Acquisitions if (x) a definitive purchase agreement with respect to such Permitted Acquisition is executed within one hundred twenty (120) days following receipt of such Net Asset Proceeds and (y) the transaction contemplated by such purchase agreement is consummated within one hundred eighty (180) days of receipt thereof; provided further, pending any such reinvestment all Asset Sale Reinvestment Amounts shall, at the option of the Applicable Reporting Entity’s most recently ended full fiscal quarter; providedCompanies, howeverbe applied to prepay Revolving Loans to the extent then outstanding (without a reduction in Revolving Commitments) and, that any to the extent such Asset Sale will Reinvestment Amounts exceed the amount required to prepay all such Revolving Loans, the balance thereof shall be disregarded for purposes of held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Administrative Agent. In the 25% limitation specified above: (a) if any such event that the Asset Sale is in Reinvestment Amounts are not reinvested by the ordinary course Companies prior to the earliest of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months the last day of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in one hundred twenty (120) day period (if a definitive purchase agreement with respect to a Permitted BusinessAcquisition has not been executed in accordance with the other provisions of this Agreement), (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof last day of such one hundred eighty (180) day period (if a definitive purchase agreement with respect to repay Debt a Permitted Acquisition has been executed but the transactions contemplated thereby have not been consummated in accordance with the other provisions of the Applicable Reporting Entity or any Subsidiary thereofthis Agreement), or and (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) ifdate of the occurrence of an Event of Default, prior to any Administrative Agent may apply such Asset Sale, both Rating Agencies confirm Sale Reinvestment Amounts to the then-current Borrower’s Applicable Ratings after giving effect to any such Asset SaleObligations as set forth in Section 2.14(b).

Asset Sales. Except for (a) The Parent and the sale Company will not, and will not permit any of assets required to be sold to conform with governmental requirementstheir Restricted Subsidiaries to, consummate an Asset Sale unless: (1) the Parent, the Applicable Reporting Entity, and in Company or any of their Restricted Subsidiaries receives consideration at the case time of the Guarantor, its Material Subsidiaries, shall not consummate any 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, if ) of the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25assets or Equity Interests issued or sold or otherwise disposed of; and (2) at least 75% of the total consideration received in the Asset Sale by the Parent, the Company or such Restricted Subsidiaries is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following will be deemed to be cash: (A) any liabilities, as shown on the Parent’s most recent consolidated balance sheet, of the Parent, the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation or indemnity agreement that releases the Parent, the Company or such Restricted Subsidiary from or indemnifies against further liability; (B) any securities, notes or other obligations received by the Parent, the Company or any such Restricted Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Parent, the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and (C) any stock or assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as kind referred to in clauses (2) or (4) of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; Section 4.14(b). (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale other than a Sale of Collateral, the Parent, the Company or one or more of their Restricted Subsidiaries may apply an amount equal to the amount of such Net Proceeds: (1) to repay Obligations under Credit Facilities secured by first-priority liens on the Collateral, and if such Indebtedness is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (2) to acquire all or substantially all of the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) areof, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Capital Stock of, another Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Parent; (3) to make a capital expenditure; or (4) to acquire other assets that are not classified as current assets under GAAP that are used or useful in a Permitted Business. Within 365 days after the receipt of any Net Proceeds from an Asset SaleSale that constitutes a Sale of Collateral, the Parent, the Company (or the Restricted Subsidiary that owned those assets, as the case may be) may apply an amount equal to those Net Proceeds to purchase other long-term assets that would constitute Collateral or to repay Obligations under Credit Facilities secured by first-priority liens on the Collateral and, if such Indebtedness is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto. (c) If the Net Proceeds exceed the aggregate amount within the applicable time period, such excess amount applied or invested as provided in Section 4.14(b) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $5.0 million, within ten Business Days thereof, the Company or the Parent on its behalf, will make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes and secured by second liens on the Collateral containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem in an amount equal to the proceeds of sales of assets to purchase, prepay or redeem the maximum principal amount of Notes and such other pari passu Indebtedness secured by second liens on the Collateral (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed in an amount equal to such Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. Any amount of Excess Proceeds not used in an Asset Sale Offer may be used for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness secured by second liens on the Collateral tendered in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Parent so that only Notes in denominations of $200,000, or an integral multiple of $1,000 in excess thereof, will be purchased). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Company or Parent, as applicable, will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 8.01 or this Section 4.14, the Company or Parent, as applicable, will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance.

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting EntityFHGLP shall not, and in the case of the Guarantor, its Material Subsidiaries, shall not permit any Restricted Subsidiary to, consummate any Asset Sale, if unless (i) the aggregate net book consideration received by the Company or such Restricted Subsidiary is at least equal to the fair market value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date assets sold or disposed of determination would exceed 25and (ii) at least 75% of the total assets consideration received consists of cash or Temporary Cash Investments or the assumption of senior Indebtedness of the Applicable Reporting Entity Company or Indebtedness of a Restricted Subsidiary, PROVIDED that the Company or such Restricted Subsidiary is irrevocably released from all liability under such Indebtedness. In the event and to the extent that the Net Cash Proceeds received by the Company or any of its Consolidated Restricted Subsidiaries from one or more Asset Sales occurring on or after the Issue Date in any period of 12 consecutive months exceed 15% of Operating Cash Flow of the Restricted Group (determined as of the beginning date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity Company and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection Subsidiaries has been filed with the operation of Commission or provided to the businesses of Trustee pursuant to Section 4.03 hereof), then the Applicable Reporting Entity Company shall or its Subsidiaries; (c) if shall cause the assets subject relevant Restricted Subsidiary to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months after the date Net Cash Proceeds so received exceed 15% of such Asset SaleOperating Cash Flow (the "Application Period") (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay senior Indebtedness of the Company, invested or reinvested by the Applicable Reporting Entity or any Restricted Subsidiary thereof providing a Subsidiary Guarantee pursuant to Section 4.11 hereof described above or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement (the "Contract Period")), in property or assets (other than current assets) of a nature or type or that are used in a Permitted Businessbusiness (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) are used apply (no later than the end of the Application Period or the Contract Period, as applicable, referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of this Section 4.15. The amount of such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in clause (i) of the preceding sentence and not applied as so required by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt end of such period shall constitute "Excess Proceeds." If, as of the Applicable Reporting Entity first day of any calendar month, the aggregate amount of Excess Proceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.15 totals at least $10.0 million, the Issuers must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders on a pro rata basis an aggregate principal amount or any Subsidiary thereofaggregate Accreted Value, or as applicable, of Debentures equal to the Excess Proceeds on such date, at a purchase price equal to 100% of the principal amount thereof in the case of Senior Debentures and a purchase price equal to 100% of the Accreted Value thereof in the case of Senior Discount Debentures, plus, in each case, accrued interest (iiiif any) are retained by to the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Saledate of payment.

Asset Sales. Except for Holding shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) Holding (or the sale 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 required or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor received by Holding or such Restricted Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of (x) any liabilities (as shown on Holding's or such Restricted Subsidiary's most recent balance sheet) of Holding or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Debentures or any Guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases Holding or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by Holding or any such Restricted Subsidiary from such transferee that are converted by Holding or such Restricted Subsidiary into cash or Cash Equivalents within 180 days (to the extent of the cash received), shall be deemed to be sold cash for purposes of this provision; and provided further that the 75% limitation referred to conform with governmental requirements, in clause (ii) above will not apply to any Asset Sale in which the Applicable Reporting Entity, and in the case cash or Cash Equivalents portion of the Guarantorconsideration received therefrom, its Material Subsidiariesdetermined in accordance with the foregoing proviso, shall not consummate is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that Holding or any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: Restricted Subsidiary may apply such Net Proceeds, at its option, (a) if to repay or repurchase pari passu Indebtedness of Holding or any such Asset Sale is in the ordinary course Indebtedness of business of the Applicable Reporting Entity and its Subsidiaries; any Restricted Subsidiary or (b) if to the assets subject to any such Asset Sale are worn out acquisition of a controlling interest in another business, the making of a capital expenditure or are no longer useful or necessary the acquisition of other long-term assets, in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) areeach case, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business. Pending the final application of any such Net Proceeds, Holding may temporarily reduce the revolving Indebtedness under the Credit Agreement 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, Holding will be required to make an offer to all Holders of Debentures (iian "Asset Sale Offer") are used by to purchase the Applicable Reporting Entity or any Subsidiary thereof to repay Debt maximum principal amount of Debentures that may be purchased out of the Applicable Reporting Entity or any Subsidiary thereofExcess Proceeds, or at an offer price in cash in an amount equal to 100% of the Accreted Value thereof on the date of repurchase (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, if such date of repurchase is prior to July 1, 2003) or 100% of the principal amount thereof (if such date of repurchase is on or after July 1, 2003) plus, in each case, 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 the aggregate amount of Debentures tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, Holding may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Debentures surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Debentures to be purchased on a pro rata basis. Upon completion of such Asset Saleoffer to purchase, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect amount of Excess Proceeds shall be reset at zero. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, Holding will comply with the applicable securities laws and regulations and shall not be deemed to any such Asset Salehave breached its obligations described in this Indenture by virtue thereof.

Asset Sales. Except The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Issuer (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 set forth in an Officers' Certificate delivered to the Trustee with respect to any Asset Sale involving in excess of $1.0 million) 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 Issuer or such Restricted Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of (x) any liabilities (as shown on the Issuer's or such Restricted Subsidiary's most recent balance sheet), of the Issuer or any 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 Issuer or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are immediately converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision. Within 360 days after the sale receipt of assets any Net Proceeds from an Asset Sale, the Issuer or its Restricted Subsidiary, as the case may be, may apply such Net Proceeds from such Asset Sale to permanently reduce Indebtedness under the New Credit Facility in accordance with its terms, if applicable, or to the extent not required to be sold applied thereunder, may, at its option, apply such Net Proceeds to conform with governmental requirements, the Applicable Reporting Entity, and repayment of Indebtedness of a Restricted Subsidiary (in the case of Net Proceeds from an Asset Sale effected by a Restricted Subsidiary) or 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 Guarantorsame or a similar line of business as the Issuer or any of its Restricted Subsidiaries were engaged in on the date of this Indenture or in businesses reasonably related thereto. Pending the final application of any such Net Proceeds, its Material Subsidiaries, the Issuer may temporarily reduce Indebtedness under the New 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 not consummate any Asset Sale, if be deemed to constitute "Excess Proceeds." When the aggregate net book value amount of Excess Proceeds exceeds $5.0 million, the Issuer shall be required to make an offer to all such Holders of Notes (an "Asset Sales consummated during Sale Offer") to purchase the four calendar quarters immediately preceding any date maximum principal amount of determination would exceed 25Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the total assets principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the Applicable Reporting Entity and its Consolidated Subsidiaries as procedures set forth in this Indenture. To the extent that the aggregate amount of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Notes tendered pursuant to an Asset Sale will Offer is less than the Excess Proceeds, the Issuer 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 disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to purchased on a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months pro rata basis. Upon completion of such Asset Saleoffer to purchase, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt amount of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset SaleExcess Proceeds shall be reset at zero.

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting EntityThe Company will not, and in the case will not permit any of the Guarantorits Restricted Subsidiaries to, its Material Subsidiaries, shall not consummate any Asset Sale, if Sale unless the aggregate net book value Company or such Restricted Subsidiary receives consideration at the time of all such Asset Sales consummated during Sale at least equal to the four calendar quarters immediately preceding any date fair market value (evidenced by a resolution of determination would exceed 25the Board of Directors set forth in an Officers' Certificate delivered to the Administrative Agent to the extent such Asset Sale involves consideration in excess of $5.0 million) of the assets or Equity Interests issued, sold, exchanged or otherwise disposed of, prior to the Initial Maturity Date, at least 90%, and on or after the Initial Maturity Date, at least 75%, of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents; and an amount equal to 100% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any Net Proceeds from such Asset Sale is in applied by the ordinary course Company (or such Restricted Subsidiary, as the case may be): (A) FIRST, to the extent the Company or any Restricted Subsidiary is required to do so by the terms of business of the Applicable Reporting Entity and its Subsidiariesany New Credit Facility, to prepay, repay or purchase such New Credit Facility; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary PROVIDED, however, that, in connection with such prepayment, repayment or purchase of Indebtedness, the operation Company or such Restricted Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; and (B) SECOND, to prepay the Loans. Notwithstanding the foregoing, such Net Proceeds need not be applied to the prepayment of Loans to the extent that (x) such Net Proceeds are applied after the Initial Maturity Date to repay any subordinated obligations of the businesses Company to AutoNation with respect to the General Motors Letter of the Applicable Reporting Entity or its Subsidiaries; Credit, (cy) if the assets subject to such Net Proceeds do not exceed $5.0 million in any such Asset Sale 12-month period and are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, applied within twelve (12) months 365 days of such Asset Sale: (i) to the acquisition of a controlling interest in another business, invested the making of a capital expenditure or reinvested by the Applicable Reporting Entity acquisition of other assets, in each case, in or any Subsidiary thereof to be used in a Permitted Business, ; (ii) are to enter into a legally binding commitment to acquire a controlling interest in another business or other assets in or to be used in a Permitted Business; PROVIDED that the transaction contemplated by such agreement must be consummated no later than 120 days after the Applicable Reporting Entity or any Subsidiary thereof to repay Debt end of the Applicable Reporting Entity or any Subsidiary thereof, such 365-day period; or (iii) to acquire Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary or (z) no Default or Event of Default has occurred and is continuing and such Net Proceeds result from the sale of Borrowing Base assets and are retained applied within 5 days to purchase other Borrowing Base assets (and during such period pending repurchase are held in cash or Cash Equivalents). For the purposes of this covenant, the following will be deemed to be cash: (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Loans or any Guarantee thereof) that are assumed by the Applicable Reporting Entity transferee, purchaser, a third party on behalf of the transferee or purchaser or a third party on behalf of the transferee or purchaser of any such assets pursuant to an agreement that releases the Company or such Restricted Subsidiary from further liability; (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary thereoffrom such transferee that are within 180 days converted, sold or exchanged by the Company or such Restricted Subsidiary into cash (to the extent of the cash received); and (z) any Designated Noncash Consideration received by the Company or (e) if, prior to any such of its Restricted Subsidiaries in the Asset Sale, both Rating Agencies confirm Sale after the then-current Borrower’s Applicable Ratings after giving effect to any such Asset SaleInitial Maturity Date.

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting EntityThe Company shall not, and shall not permit any of its Restricted Subsidiaries to, engage in 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 a resolution of the Board of Directors 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) the consideration therefor received by the Company or such Restricted Subsidiary is in the case form of cash, Cash Equivalents or assets that are useful in the Energy Business ("Energy Business Assets"); provided that (A) the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), of the Guarantor, its Material Subsidiaries, shall not consummate Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Securities 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 (y) any 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 closing such Asset Sale, shall be deemed to be cash for purposes of this provision (to the extent of the cash received) and (B) the Company or such Restricted Subsidiary may accept consideration (including consideration in the form of assumption of liabilities) from such Asset Sale in other than cash, Cash Equivalents and Energy Business Assets if the aggregate net book fair market value (as determined in good faith by the Company's Board of Directors and evidenced by a resolution of such Board) of all such consideration from all Asset Sales consummated during since the four calendar quarters immediately preceding any date of determination would exceed 25% of hereof that is other than cash, Cash Equivalents and Energy Business Assets ("Other Consideration") at the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months time of such Asset Sale, invested or reinvested less the sum of the amount of any cash and Cash Equivalents and the fair market value (as determined in good faith by the Applicable Reporting Entity Company's Board of Directors and evidenced by a resolution of such Board) of any Energy Business Assets realized from, or received in exchange for, any Other Consideration prior to the time of such Asset Sale, does not exceed 5% of Total Assets at the time of such Asset Sale. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (a) to reduce Senior Debt, Guarantor Senior Indebtedness or Pari Passu Debt (provided that, in connection with a reduction of Pari Passu Debt, the Company or such Restricted Subsidiary thereof redeems a pro rata portion of the Securities), (b) to acquire a controlling interest in another Energy Business if, as a Permitted result of such acquisition, such other Energy Business became a Restricted Subsidiary, (c) to make capital expenditures in respect of the Company's or its Restricted Subsidiaries' Energy Business, (iid) to purchase long-term assets that are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; useful in such Energy Business or (e) if, prior to repurchase any Securities. 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 Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sale, both Rating Agencies confirm Sales that are not applied as provided in the then-current Borrower’s Applicable Ratings first sentence of this paragraph shall (after giving effect the expiration of the 360 day period specified in the first sentence of this paragraph) be deemed to any such Asset Saleconstitute "Excess Proceeds."

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting EntityThe Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i) the Company (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 of the assets or Equity Interests issued or sold or otherwise disposed of (as reasonably determined by the Company or such Restricted Subsidiary); 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 other than in the case where the Company or such Restricted Subsidiary is undertaking a Hospital Swap. For purposes of this provision, each of the Guarantorfollowing shall be deemed to be cash: (A) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), its Material Subsidiariesof the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a 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 any such Restricted Subsidiary from such transferee that are (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion) within 180 days of the applicable Asset Sale. Notwithstanding the foregoing, the 75% limitation referred to in clause (ii) shall not consummate apply to any Asset Sale in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the foregoing provision, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, if the aggregate net book value of all Company may apply such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and Net Proceeds at its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale option: (i) areto repay Senior Debt and, within twelve if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (12ii) months to acquire all or substantially all of such Asset Salethe assets of, invested or reinvested by the Applicable Reporting Entity Voting Stock of, another Permitted Business; (iii) to make capital expenditures; or (iv) to acquire other assets that are used or any Subsidiary thereof useful in a Permitted Business, ; provided that the requirements of clauses (ii) are used through (iv) above shall be deemed to be satisfied if an agreement (including a lease, whether a capital lease or an operating lease) committing to make the acquisitions or expenditures referred to therein is entered into by the Applicable Reporting Entity Company or its Restricted Subsidiary within 365 days after the receipt of such Net Proceeds and such Net Proceeds are applied in accordance with such agreement. Notwithstanding the foregoing, in the event that a Restricted Subsidiary dividends or distributes to all of its stockholders on a pro rata basis any proceeds of an Asset Sale to the Company or another Restricted Subsidiary, the Company or such Restricted Subsidiary thereof need only apply its share of such proceeds in accordance with the preceding clauses (i) through (iv). Pending the final application of any 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 preceding paragraph will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $20.0 million, the Company shall make an Asset Sale Offer to repay Debt all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Applicable Reporting Entity or Excess Proceeds. The offer price in any Subsidiary thereofAsset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Liquidated Damages, or (iii) are retained if any, to the date of purchase, and will be payable in cash. If 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 Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset SaleSale Offer exceeds the amount of Excess Proceeds, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, 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 laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset SaleSale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales 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 of such conflict. The agreements governing the Company's outstanding Senior Debt currently prohibit the Company from purchasing any Notes, and also provides that certain change of control or asset sale events with respect to the Company would constitute a default under these agreements. Any future credit agreements or other agreements relating to Senior Debt to which the Company becomes a party may contain similar restrictions and provisions. In the event a Change of Control or Asset Sale occurs at a time when the Company is prohibited from purchasing Notes, the Company could seek the consent of its senior lenders to the purchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such a consent or repay such borrowings, the Company shall remain prohibited from purchasing Notes. In such case, the Company's failure to purchase tendered Notes would constitute an Event of Default under this Indenture which would, in turn, constitute a default under such Senior Debt. In such circumstances, the subordination provisions in this Indenture would likely restrict payments to the Holders of Notes.

Asset Sales. Except for the sale of assets required to be sold ----------- to conform with governmental requirements, the Applicable Reporting EntityGuarantor shall not, and in the case of the Guarantor, its Material Subsidiaries, shall not permit any of its Subsidiaries to, consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity Guarantor and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s Guarantor's most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of -------- ------- the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity Guarantor and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity Guarantor or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Wholly-Owned Subsidiary of the Applicable Reporting EntityGuarantor; (d) to the extent the assets subject to any such Asset Sale involve transfers of assets of or equity interests in connection with the Caribou Joint Venture; (e) if the proceeds from any such Asset Sale (i) are, within twelve (12) 12 months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity Guarantor or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity Guarantor or any a Subsidiary thereof to repay Debt of the Applicable Reporting Entity Guarantor or any Subsidiary thereofsuch Subsidiary, or (iii) are retained by the Applicable Reporting Entity Guarantor or any Subsidiary thereofits Subsidiaries; or (ef) if, prior to any such Asset Sale, both Rating Agencies ▇▇▇▇▇'▇ and S&P confirm the then-then current Borrower’s Applicable Guarantor Ratings after giving effect to any such Asset Sale.; provided, however, that the forgoing provision shall not be deemed to permit an Asset Sale which would otherwise be prohibited as a result of the application of Section 15.17. -------------

Asset Sales. Except for (I) No later than the sale first Business Day following the date of assets required receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds (other than Formation Divestiture Proceeds), Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, (i) so long as no Default or Event of Default shall have occurred and be sold to conform with governmental requirements, the Applicable Reporting Entitycontinuing, and (ii) to the extent that aggregate Net Asset Sale Proceeds allocated for investment pursuant to this clause (ii) but not yet so reinvested do not exceed $5,000,000, Company shall have the option, directly or through one or more of its Guarantor Subsidiaries, to invest Net Asset Sale Proceeds (other than Formation Divestiture Proceeds) within one hundred eighty (180) days of receipt thereof in long-term useful assets of the general type used in the business of Company and its Guarantor Subsidiaries (provided that "long-term" assets for such purpose shall mean any property having a remaining useful life of at least 5 years) or in IT Reinvestment Property (provided that the aggregate amount of all such investments in IT Reinvestment Property shall not exceed $10,000,000); provided further, that pending any such investment all such Net Asset Sale Proceeds shall be applied to prepay Revolving Loans to the extent outstanding on the date of such Asset Sale (without a reduction in Revolving Commitments); (II) no later than the first Business Day following the date of receipt by the Company or any of its Subsidiaries of any Formation Divestiture Proceeds, Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to such Formation Divestiture Proceeds (or, in the case of any Formation Divestiture Proceeds received on or prior to the GuarantorThird Amendment Primary Effective Date, its Material Subsidiaries, shall not consummate any Asset Sale, if an amount equal to such proceeds less the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% sum of the total assets of Formation Transaction Cost Reserve and the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarterWestchester Prepayment Reserve); provided, however, that any (i) so long as no Default or Event of Default shall have occurred and be continuing and (ii) contemporaneously with the Westchester Prepayment, Mariner Health Care of Nashville, Inc. executes a Mortgage on the Westchester Property pursuant to Section 5.11, Company may apply up to $5,100,000 of Formation Divestiture Proceeds to make the Westchester Prepayment; provided further, that to the extent such Asset Sale will Formation Divestiture Proceeds constitute Formation Promissory Note Interest Proceeds, commencing on April 1, 2004 and continuing thereafter on each October 1 and April 1 until the Formation Promissory Note has been paid in full, Company shall prepay the Loans and/or the Revolving Commitments shall be disregarded for purposes reduced as set forth in Section 2.15(b) in an amount equal to all such Formation Promissory Note Interest Proceeds received during the immediately preceding six-month period; and (III) no later than 65 days following the Third Amendment Secondary Effective Date, the Company shall prepay the Loans and/or the Revolving Commitments shall be reduced as set forth in Section 2.15(b) in an amount equal to, without duplication, the sum of (1) the excess, if any, of the 25% limitation specified above: (a) if any such Asset Sale is in Formation Transaction Cost Reserve over the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary bona fide direct costs incurred in connection with the operation Formation Divestitures (which bona fide direct costs may include, without duplication, the Company's reasonable projection of such costs to be incurred in connection with any Delayed Formation Divestiture that has not theretofore occurred provided that such projection is reasonably satisfactory to the Administrative Agent), and (2) the excess, if any, of the businesses Westchester Prepayment Reserve over the amount actually paid by the Company or Mariner Health Care of Nashville, Inc. to or for the account of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary holder of the Applicable Reporting Entity; (d) if Westchester Mortgage to effectuate the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset SaleWestchester Prepayment.

Asset Sales. Except The Borrower will not, and will not permit any of the Restricted Subsidiaries to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any of the Restricted Subsidiaries to issue any additional Equity Interest in such Restricted Subsidiary, except: (a) sales of inventory, used or surplus equipment and Permitted Investments in the ordinary course of business; (b) sales, transfers and dispositions to the Borrower or a Subsidiary; provided that (i) any such sales, transfers or dispositions involving a Subsidiary that is not a Loan Party shall be made in compliance with Section 6.09 and (ii) the cumulative aggregate fair market value of sales, transfers and dispositions after the Effective Date to Subsidiaries that are not Loan Parties (other than for the sale cash consideration) shall not exceed $50,000,000; (c) sales, transfers or other dispositions described in Schedule 6.05(c); (d) sales, transfers and other dispositions of assets required to be sold to conform with governmental requirements(other than sales, the Applicable Reporting Entity, and in the case transfers or dispositions of less than 100% of the Guarantor, its Material Equity Interests in a Restricted Subsidiary owned by the Borrower and the Restricted Subsidiaries, shall ) that are not consummate permitted by any Asset Sale, if other clause of this Section; provided that (i) the aggregate net book fair market value of all such Asset Sales consummated assets sold, transferred or otherwise disposed of in reliance upon this clause (d) shall not exceed $75,000,000 during the four calendar quarters immediately preceding any date of determination would exceed 25% fiscal year of the total assets of the Applicable Reporting Entity Borrower and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded (ii) for purposes of clause (i), the 25% limitation specified above: fair market value of Equity Interests in a Restricted Subsidiary shall in any event be deemed to be at least equal to the sum of the purchase price and all Indebtedness of such Restricted Subsidiary transferred as part of, or other Indebtedness assumed by the transferee or its Affiliates in connection with, such sale, transfer or disposition; (ae) if the sale to one or more Securitization Vehicles of accounts receivable (including Account Assets) in Securitizations and the sale by Securitization Vehicles of accounts receivable (including Account Assets) or interests therein to third parties in Securitizations, provided that (i) each such Securitization is effected on market terms and (ii) the aggregate amount (without duplication) of Indebtedness, Third Party Securities and Funded Receivables Sales in respect of all such Securitizations does not exceed $250,000,000 at any such Asset Sale is time outstanding; (f) issuances of Equity Interests of Restricted Subsidiaries that are pledged under the Security Documents; (g) cash lease payments in respect of leases of surplus warehouse and office space entered into in the ordinary course of business of on arms-length terms; (h) the Applicable Reporting Entity sale by LOL Finance and its SubsidiariesWholly Owned Subsidiary, LOLFC, LLC, in the ordinary course of its business of (i) loans made in the ordinary course of business and (ii) participations in loans made in the ordinary course of business, provided that the amount of such participations shall not exceed $125,000,000 in the aggregate at any time outstanding; and (i) sales, transfers or other dispositions of any Equity Interest in MoArk; provided that all sales, transfers, leases and other dispositions permitted hereby (other than those among Loan Parties permitted by clause (b) if above) shall be made for fair value and for at least 80% cash consideration, provided further that non-cash consideration in excess of 20% of the assets subject to consideration for any such Asset Sale are worn out or are no longer useful or necessary sales, transfers, leases and other dispositions may be received in connection with the operation an aggregate cumulative amount not in excess of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof $50,000,000 in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Salefair value.

Asset Sales. Except for (a) The Company shall not, and shall not cause or permit any Subsidiary of the sale Company to, directly or indirectly, consummate an Asset Sale; unless (i) at least 85% of the consideration from such Asset Sale is received in cash and (ii) the Company or such Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the shares or assets required subject to such Asset Sale; PROVIDED, HOWEVER, that the amount of (x) any liabilities (as shown on the Company's or such Subsidiary's most recent balance sheet) of the Company or any 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 any arrangement releasing the Company or such Subsidiary from further liability and (y) any notes or other obligations received by the Company or any such Subsidiary from such transferee that are immediately converted by the Company or such Subsidiary into cash (to the extent of the cash received), shall be deemed to be sold to conform with governmental requirementscash for purposes of this provision. (b) Within 270 days after the receipt of any Net Cash Proceeds from an Asset Sale, the Applicable Reporting Entity, and Company may apply such Net Cash Proceeds (i) in the case of the Guarantor, its Material Subsidiaries, shall not consummate any Asset SaleSale of property or assets of the SPV only, if to permanently reduce Indebtedness under the SPV Financing Agreement (and to correspondingly reduce commitments with respect thereto) or (ii) to fund the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long term assets, in each case, in the same or a similar, related or ancillary line of business as the Company was engaged in on the date of this Agreement. Any Net Cash 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 net book value amount of all such Excess Proceeds exceeds $500,000, the Company shall make an Asset Sales consummated during Sale Offer pursuant to Section 7.09 hereof to purchase the four calendar quarters immediately preceding any date maximum principal amount of determination would exceed 25Notes, that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the total assets principal amount thereof, plus the Applicable Premium, plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in Section 7.09 hereof. To the extent that the aggregate principal amount of 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. Subject to the terms of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; providedIntercreditor Agreement, however, that any such Net Cash Proceeds from an Asset Sale will involving Collateral shall, pending their application in accordance with the terms hereof, be disregarded for purposes deposited in a collateral account with the Agent in which the Agent shall be granted a perfected first priority security interest, and the terms of which shall be satisfactory to the 25% limitation specified above: (a) if any such Agent and the Required Holders. Any property or assets acquired with the Net Cash Proceeds of an Asset Sale is in involving Collateral shall constitute Collateral under this Agreement and the ordinary course Security Documents. If the aggregate principal amount of business Notes surrendered by Noteholders thereof exceeds the amount of Excess Proceeds, the Applicable Reporting Entity and its Subsidiaries; (b) if Company shall select the assets subject Notes to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to be purchased on a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months PRO RATA basis. Upon completion of such Asset Saleoffer to purchase, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt amount of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset SaleExcess Proceeds shall be reset at zero.

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity(a) The Company and Bastet/Mission shall not, and in shall not permit any of the Restricted Subsidiaries to, consummate an Asset Sale unless: (i) The Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if Sale at least equal to the aggregate net book fair market value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date assets or Equity Interests issued or sold or otherwise disposed of; (ii) the fair market value is determined by the Company's Board of determination would exceed 25Directors and evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (iii) at least 75% of the total assets consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents, except to the extent the Company is undertaking a Permitted Asset Swap. For purposes of this provision and the next paragraph, each of the Applicable Reporting Entity and its Consolidated Subsidiaries following shall be deemed to be cash: (A) any liabilities, as shown on the Company's or any of the beginning Restricted Subsidiaries' most recent balance sheet, of the Applicable Reporting Entity’s most recently ended full fiscal quarterCompany or any of the Restricted Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes) 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; providedand (B) any securities, howevernotes or other obligations received by the Company or any of the Restricted Subsidiaries from such transferee that are converted by the Company or such Restricted Subsidiary within 90 days into cash or Cash Equivalents, to the extent of the cash received in that conversion. The 75% limitation referred to in clause (iii) above shall not apply to any Asset Sale in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the preceding provision, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale will complied with the aforementioned 75% limitation. Notwithstanding the foregoing, the Company or any Restricted Subsidiary shall be disregarded for purposes of the 25% limitation specified above: (a) if any such permitted to consummate an Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection without complying with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) foregoing if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Sale.:

Asset Sales. Except for (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (1) the sale Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of assets required the Asset Sale at least equal to the Fair Market Value (such Fair Market Value to be determined at the time of contractually agreeing to such Asset Sale) of the assets or Capital Interests issued or sold to conform with governmental requirements, or otherwise disposed of; and (2) at least [REDACTED - commercially sensitive information] of the Applicable Reporting Entity, and consideration received in the Asset Sale by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Eligible Cash Equivalents. (b) For the purposes of Section 4.10(a)(2) above, each of the Guarantor, its Material Subsidiaries, shall not consummate following will be deemed to be cash: (1) any Asset Sale, if liabilities (as shown on the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% most recent consolidated balance sheet of the total assets Company or any Restricted Subsidiary) of the Applicable Reporting Entity Company or any of its Restricted Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary assignment and assumption agreement that releases the Company or such Restricted Subsidiary from further liability; (2) any securities, notes or other obligations received by the Company or any of its Consolidated Restricted Subsidiaries as from the transferee that are converted by the Company or such Restricted Subsidiary into cash within [REDACTED - commercially sensitive information] of their receipt to the extent of the beginning cash received in that conversion; (3) any Designated Non-cash Consideration received by the Company or any of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any its Restricted Subsidiaries in such Asset Sale will be disregarded for purposes having an aggregate Fair Market Value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (3) that is at that time outstanding, not to exceed [REDACTED - commercially sensitive information] of Consolidated Total Assets at the time of the 25% limitation specified above: receipt of such Designated Non-cash Consideration (awith 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); and (4) if any such Asset Sale is in the ordinary course of business Investment, stock, asset, property or capital expenditure of the Applicable Reporting Entity and its Subsidiaries; kind referred to in clauses (b3), (4), (5) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation (6) of the businesses of the Applicable Reporting Entity or its Subsidiaries; Section 4.10(c). (c) if Within 365 days after the assets subject to receipt of any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds Net Cash Proceeds from any such an Asset Sale (ithe “Asset Sale Proceeds Application Period”), the Company or the applicable Restricted Subsidiary, as the case may be, may apply such Net Cash Proceeds, at its option: (1) areto prepay, within twelve repay, redeem or purchase any Secured Debt (12other than Subordinated Obligations) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity Company or any Restricted Subsidiary thereof and cause such Debt to be permanently retired and the related commitment (if any) to be permanently reduced in a an amount equal to the principal amount so prepaid, repaid, redeemed or repurchased; (2) to prepay, repay, redeem or purchase any unsecured Debt (other than Subordinated Obligations) of the Company or any Restricted Subsidiary and cause such Debt to be permanently retired and the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, redeemed or repurchased; provided that to the extent the Company (or the applicable Restricted Subsidiary, as the case may be) repays any such Debt other than the Notes, the Company shall offer to purchase an equal and ratable amount of the Notes as provided under Article 3 by making an Offer to Purchase (in accordance with the procedures set forth in Section 4.10(d)) to all Holders of Notes to purchase their Notes at [REDACTED - commercially sensitive information] of the principal amount thereof, plus accrued but unpaid interest to, but not including, the date of purchase, if any; (3) to acquire all or substantially all of the assets of, or any Capital Interests of, another Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such acquisition of Capital Interests, the Permitted Business is or becomes a Restricted Subsidiary of the Company; (4) to make a capital expenditure in or that is used or useful (as determined in the good faith judgment of the Company) in a Permitted Business or to make expenditures for maintenance, repair or improvement of existing properties and assets in accordance with the provisions of this Indenture; (5) to acquire other assets that are not classified as current assets under IFRS and that are used or useful (as determined in the good faith judgment of the Company) in a Permitted Business; or (6) any combination of the foregoing, provided that, in the case of clause (4) of this Section 4.10(c), a binding commitment shall be treated as a permitted application of the Net Cash Proceeds from the date of such commitment so long as the Company or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within [REDACTED - commercially sensitive information] of the Asset SaleSale Proceeds Application Period (an “Acceptable Commitment”) and such Net Cash Proceeds are actually applied in such manner within the later of [REDACTED - commercially sensitive information] from the consummation of the Asset Sale and [REDACTED - commercially sensitive information] from the date of the Acceptable Commitment, and, in the event any Acceptable Commitment is later cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, then such Net Cash Proceeds shall constitute Excess Proceeds to the extent the Asset Sale Proceeds Application Period has expired. (d) Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(c) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds the greater of (x) [REDACTED - commercially sensitive information] and (y) [REDACTED - commercially sensitive information] of Consolidated Total Assets, the Company will, within [REDACTED - commercially sensitive information] after the expiry of the Asset Sale Proceeds Application Period, make an Offer to Purchase to all Holders of Notes (on a pro rata basis to each series of Notes), and to all holders of other Debt ranking pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to assets sales, in an amount equal to the Excess Proceeds. The offer price in any Offer to Purchase will be equal to [REDACTED - commercially sensitive information] of the principal amount plus accrued and unpaid interest, if any, to, but not including, the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Offer to Purchase, the Company may use those funds for any purpose not otherwise prohibited by this Indenture and such remaining Excess Proceeds will no longer constitute Excess Proceeds. If the aggregate principal amount of Notes and other pari passu Debt tendered into such Offer to Purchase exceeds the amount of Excess Proceeds, the Trustee will select the Notes to be purchased on a pro rata basis among each series. Upon completion of each Offer to Purchase, the amount of Excess Proceeds will be reset at zero. (e) Pending the final application of any Net Cash Proceeds pursuant to this Section 4.10, such Net Cash Proceeds may be applied temporarily to reduce Debt outstanding under a revolving credit facility or may otherwise be invested in any manner not prohibited by this Indenture. (f) The Company will comply with the applicable requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations thereunder, including Canadian Securities Laws, to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Offer to Purchase. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and will be deemed to have complied with its obligations under the provisions of this Section 4.10 by virtue of such compliance with the applicable securities laws and regulations. (g) Other than as specifically provided in this Section 4.10, any purchase pursuant to this Section 4.10 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06.

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity, and in the case of the Guarantor, its Material Subsidiaries, shall not consummate Effect any Asset Sale, if Sale except that the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will following shall be disregarded for purposes of the 25% limitation specified above: permitted: (a) if disposition of used, worn out, obsolete or surplus property by any such Asset Sale is Company in the ordinary course of business and the abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of the Applicable Reporting Entity and its Subsidiaries; Designated Company, no longer economically practicable to maintain or useful in the conduct of the business of the Companies taken as a whole; (b) if the assets subject to so long as no Default is then continuing or would result therefrom, any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such other Asset Sale (iother than the Equity Interests of (y) areany German Borrower Holding Company, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereofAleris German Non-Wholly Owned Subsidiary, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) ifWholly Owned Subsidiary, prior to any such Asset Salein each case that is a Restricted Subsidiary, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings unless, after giving effect to any such Asset Sale., such person either ceases to be a Restricted Subsidiary or, in the case of an Excluded Collateral Subsidiary, becomes a Joint Venture Subsidiary or (z) a Borrower) for fair market value, with at least 75% of the consideration received for all such Asset Sales or related Asset Sales in which the consideration received exceeds $50,000,000 payable in cash upon such sale (provided, however, that for the purposes of this clause (b), the following shall be deemed to be cash: (i) any liabilities (as shown on the applicable Borrower’s most recent balance sheet provided hereunder or in the footnotes thereto) of the applicable Borrower or applicable Restricted Subsidiary, other than liabilities that are by their terms subordinated to the payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which Holdings, such Borrower and all of its Restricted Subsidiaries (and, on and after the Specified AV Minerals Joinder Date, AV Minerals) shall have been validly released by all applicable creditors in writing, (ii) any securities received by the applicable Borrower or the applicable Restricted Subsidiary from such transferee that are converted by such Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of the applicable Asset Sale, and (iii) aggregate non-cash consideration received by the applicable Borrower or the applicable Restricted Subsidiary having an aggregate fair market value (determined as of the closing of the applicable Asset Sale for which such non-cash consideration is received) not to exceed $75,000,000 at any time (net of any non-cash consideration converted into cash)); provided, however, that with respect to any such Asset Sale pursuant to this clause (b), the aggregate consideration received for all such Asset Sales shall not exceed in the aggregate after the Amendment No. 2 Effective Date the sum of (I) $800,000,000 plus (II) solely in the case of Asset Sales by Companies that are not organized in a Principal Jurisdiction, $400,000,000 (in the case of this clause (II), solely to the extent that the book value of the Revolving Priority Collateral subject to such Asset Sale does not exceed 25% of the total consideration for such 1160299.01-CHISR1160299.03H-CHISR02A - MSW Asset Sale); provided further, however, that, (A) in the case of a sale of Equity Interests of a Borrowing Base Guarantor or Receivables Seller, or (B) in the case of a sale of any U.S. Hold Separate Assets, in the case of clauses (A) and (B) the Administrative Borrower shall deliver an updated Borrowing Base Certificate at the time of, and giving effect to, such sale, and shall make such mandatory prepayments as may be required (including pursuant to Section 2.10(b)(ix) and (xi), as applicable) in connection therewith; (c) leases, subleases or licenses of the properties of any Company in the ordinary course of business and which do not, individually or in the aggregate, interfere in any material respect with the ordinary conduct of the business of any Company; (d) mergers and consolidations, and liquidations and dissolutions in compliance with Section 6.05; (e) sales, transfers and other dispositions of Receivables for the fair market value thereof in connection with a Permitted Factoring Facility; provided that no Default shall be outstanding, on a Pro Forma Basis, after giving effect thereto, and (A) such transaction is a Permitted German Alternative Financing, (B) such transaction is a Permitted Customer Account Financing, (C) solely to the extent that the Swiss Merger has not occurred, such transaction is a Permitted Novelis Switzerland Financing, (D) the sum of (w) the aggregate outstanding principal amount of the Indebtedness of all Securitization Entities that are organized in a Non-Principal Jurisdiction under all Qualified Securitization Transactions under Section 6.01(e), plus (x) the aggregate amount of Indebtedness incurred by a Subsidiary that is organized in a Non-Principal Jurisdiction then outstanding under Section 6.01(m), plus (y) the aggregate book value at the time of determination of the then outstanding Receivables subject to a Permitted Factoring Facility pursuant to this Section 6.06(e) of a Company that is organized in a Non-Principal Jurisdiction at such time, plus (z) the aggregate consideration received by a Company that is organized in a Non-Principal Jurisdiction for Asset Sales permitted under Section 6.06(r) (net of amounts paid by such Company to repurchase the Inventory subject to such Asset Sales) (but in each case excluding any Permitted German Alternative Financing, and Permitted Novelis Switzerland Financing and any Permitted Customer Account Financing), shall not exceed the greater of (x) 15% of Consolidated Net Tangible Assets and (y) $750,000,000 or (E) the sum of (w) the aggregate outstanding principal amount of the Indebtedness of all Securitization Entities that are organized in a Non-Loan Party Jurisdiction under all Qualified Securitization Transactions under Section 6.01(e), plus (x) the aggregate amount of Indebtedness incurred by a Subsidiary that is organized in a Non-Loan Party Jurisdiction then outstanding under Section 6.01(m), plus (y) the aggregate book value at the time of determination of the then outstanding Receivables subject to a Permitted Factoring Facility pursuant to this Section 6.06(e) of a Company that is organized in a Non-Loan Party Jurisdiction at such time, plus (z) the aggregate consideration received by a Company that is organized in a Non-Loan Party Jurisdiction for Asset Sales permitted under Section 6.06(r) (net of amounts paid by such Company to repurchase the Inventory subject to such Asset Sales) (but in each case excluding any Permitted German Alternative Financing, any Permitted Novelis Switzerland Financing and any Permitted Customer 1160299.01-CHISR1160299.03H-CHISR02A - MSW Account Financing), shall not exceed the greater of (x) 15% of Consolidated Net Tangible Assets and (y) $750,000,000; (f) the sale or disposition of cash and Cash Equivalents in connection with a transaction otherwise permitted under the terms of this Agreement; (g) assignments and licenses of Intellectual Property of any Loan Party and its Subsidiaries in the ordinary course of business and which do not, individually or in the aggregate, interfere in any material respect with the ordinary conduct of the business of any Company; (h) Asset Sales (other than the Equity Interests of a Borrower, a Borrowing Base Guarantor or a Receivables Seller; provided that this clause (h) shall not prohibit the Swiss Merger to the extent the requirements in clauses (A) and (B) in the proviso below are satisfied at the time the Swiss Merger is consummated) (i) by any Unrestricted Grantor to any other Unrestricted Grantor (other than Holdings and, on and after the Specified AV Minerals Joinder Date, AV Minerals), (ii) by any Restricted Grantor to any other Restricted Grantor, (iii) by any Restricted Grantor to any Unrestricted Grantor (other than Holdings) so long as the consideration paid by the Unrestricted Grantor in such Asset Sale does not exceed the fair market value of the property transferred, (iv) by (x) any Unrestricted Grantor to any Restricted Grantor for fair market value and (y) by any Loan Party to any Restricted Subsidiary that is not a Loan Party for fair market value provided that the fair market value of such Asset Sales under this clause (iv) does not exceed the greater of (x) 2% of Consolidated Net Tangible Assets and (y) $200,000,000 in the aggregate for all such Asset Sales since the Amendment No. 2 Effective Date, (v) by any Company that is not a Loan Party to any Loan Party so long as the consideration paid by the Loan Party in such Asset Sale does not exceed the fair market value of the property transferred, and (vi) by and among Companies that are not Loan Parties; provided that (A) in the case of any transfer from one Loan Party to another Loan Party, any security interests granted to the Collateral Agent for the benefit of any Secured Parties pursuant to the relevant Security Documents in the assets so transferred shall (1) remain in full force and effect and perfected and enforceable (to at least the same extent as in effect immediately prior to such transfer) or (2) be replaced by security interests granted to the Collateral Agent for the benefit of the relevant Secured Parties pursuant to the relevant Security Documents, which new security interests shall be in full force and effect and perfected and enforceable (to at least the same extent as in effect immediately prior to such transfer) and (B) no Default is then continuing or would result therefrom; provided, further, that (I) any Asset Sale of Equity Interests of a Subsidiary of the Designated Company permitted under this clause (h) (such Subsidiary, the “Transferred Company”) from an Unrestricted Grantor to a Restricted Grantor shall be conditioned on (1) the satisfaction of the Transfer Conditions as of the date of such transaction and (2) either the creation or existence of an Interim Holding Company, in each case that (X) is a direct Wholly Owned Subsidiary of such Restricted Grantor and that directly owns 100% of the Equity Interests of such Transferred Company after giving effect to such Asset Sale; provided, that if such Transferred Company is an Aleris German Non-Wholly Owned Subsidiary, the Tulip Foundation may continue to directly or indirectly own Equity Interests in such Aleris German Non-Wholly 1160299.01-CHISR1160299.03H-CHISR02A - MSW Owned Subsidiary so long as the Tulip Conditions are satisfied at all times and any other Aleris German Non-Wholly Owned Subsidiary that owns such Transferred Company prior to the occurrence of such transfer may continue to own Equity Interests in such Transferred Company, (Y) has complied with the Joinder Requirements and (Z) shall not be permitted to own, on and after the date of such action, any assets other than the Permitted Holding Company Assets (II) solely with respect to the pledge of Equity Interests in any Interim Holding Company in connection with a transaction permitted under this clause (h) that complies with the requirements of clauses (I)(X) through (I)(Z) above, and so long as the Transfer Conditions are satisfied as of the date of such transaction, the re-starting of any fraudulent conveyance, fraudulent transfer, preference or hardening period with respect to any Security Document or Lien under Applicable Law shall not, in itself, constitute a violation of clause (A)(1) or clause (A)(2) of the second proviso to this clause (h), and (III) so long as the Transfer Conditions are satisfied as of the date of such transaction, any guaranty or pledge limitations under the laws of the jurisdiction of organization of (X) an Interim Holding Company with respect to the enforcement of the pledge of Equity Interests directly held by the Loan Party that owns the Equity Interests of such Interim Holding Company, or (Y) any Restricted Grantor that acquires assets pursuant to this clause (h) with respect to the enforcement of the pledge of such assets acquired by such Restricted Grantor, in the case of clauses (III)(X) and (III)(Y), shall not, in itself, constitute a violation of clause (A)(1) or clause (A)(2) of the second proviso to this clause (h); (i) the Companies may consummate Asset Swaps, so long as (i) each such sale is in an arm’s-length transaction and the applicable Company receives at least fair market value consideration (as determined in good faith by such Company), (ii) the Collateral Agent shall have a First Priority perfected Lien on the assets acquired pursuant to such Asset Swap at least to the same extent as the assets sold pursuant to such Asset Swap (immediately prior to giving effect thereto) and (iii) the aggregate fair market value of all assets sold pursuant to this clause (i) shall not exceed the greater of (x) 1% of Consolidated Net Tangible Assets and (y) $50,000,000 in the aggregate since the Amendment No. 2 Effective Date; provided that so long as (y) the assets acquired by any Company pursuant to the respective Asset Swap are located in the same country as the assets sold by such Company and (z) such Asset Swap does not involve a transfer of Revolving Credit Priority Collateral from a Loan Party to a Company that is not a Loan Party, the aggregate cap in clause (iii) above will not apply to such Asset Swap; (j) sales, transfers and other dispositions of Receivables (whether now existing or arising or acquired in the future) and Related Security to a Securitization Entity in connection with a Qualified Securitization Transaction permitted under Section 6.01(e) and all sales, transfers or other dispositions of Securitization Assets by a Securitization Entity under, and pursuant to, a Qualified Securitization Transaction permitted under Section 6.01(e); (k) so long as no Default is then continuing or would result therefrom, the arm’s-length sale or disposition for cash of Equity Interests in a Joint Venture Subsidiary for fair market value or the issuance of Equity Interests in a Joint Venture Subsidiary; provided, however, that the aggregate fair market value of all such Equity Interests sold or otherwise 1160299.01-CHISR1160299.03H-CHISR02A - MSW disposed of pursuant to this clause (k) following the Amendment No. 2 Effective Date shall not exceed $300,000,000; (l) issuances of Equity Interests by Joint Venture Subsidiaries and Excluded Collateral Subsidiaries; (m) Asset Sales among Companies of promissory notes or Equity Interests or similar instruments issued by a Company; provided that such Asset Sales are part of a Series of Cash Neutral Transactions and no Default has occurred and is continuing; (n) the sale of Receivables made pursuant to a Receivables Purchase Agreement; (o) to the extent constituting an Asset Sale, Investments permitted by Section 6.04(i) and the Permitted Holdings Amalgamation; (p) issuances of Qualified Capital Stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Qualified Capital Stock (A) for stock splits, stock dividends and additional issuances of Qualified Capital Stock which do not decrease the percentage ownership of the Loan Parties in any class of the Equity Interests of such issuing Company and (B) by Subsidiaries of the Designated Company formed after the Closing Date to the Designated Company or the Subsidiary of the Designated Company which is to own such Qualified Capital Stock; provided that, subject to the Intercreditor Agreement, all Equity Interests issued in accordance with this Section 6.06(p) shall, to the extent required by Section 5.11 or any Security Document or if such Equity Interests are issued by any Loan Party (other than (x) prior to the Specified AV Minerals Joinder Date, Holdings or (y) on and after the Specified AV Minerals Joinder Date, AV Minerals), be delivered to the Collateral Agent; (q) Asset Sales of 100% of the Equity Interests of any Chinese Subsidiary of the Designated Company to a Chinese holding company that is a direct Wholly Owned Subsidiary of the Designated Company; provided that (i) any security interests granted to the Collateral Agent for the benefit of any Secured Parties pursuant to the relevant Security Documents in the Equity Interests so transferred shall be replaced by security interests granted to the Collateral Agent for the benefit of the relevant Sec

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirementsBorrower represents, the Applicable Reporting Entity, covenants and in the case of the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, agrees that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation sale by Borrower of substantially all of Borrower's machinery, equipment and inventory (the businesses "Manufacturing Assets") and the sale by Borrower of substantially all of its intellectual property, including patents, customer lists and product technology (the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale "Sales Assets"): (i) areBy not later than October 22, within twelve (12) months 2001 Borrower shall deliver to Lender a copy of such Asset Salea fully executed letter of intent or similar agreement with a third party purchaser satisfactory to Lender, invested or reinvested providing for the sale by Borrower of the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, Manufacturing Assets on terms and conditions satisfactory to Lender. (ii) are used By not later than October 22, 2001 Borrower shall deliver to Lender a copy of a fully executed letter of intent or similar agreement with a third party purchaser satisfactory to Lender, providing for the sale by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt Borrower of the Applicable Reporting Entity Sales Assets on terms and conditions satisfactory to Lender. (b) (i) By not later than the earlier of (i) November 30, 2001, and (ii) thirty days after execution and delivery of the Eastwind Settlement Agreement, Borrower shall deliver to Lender, a copy of a fully executed asset sale agreement with respect to the Manufacturing Assets, with a third party purchaser or purchasers satisfactory to Lender in its sole discretion, on terms and conditions satisfactory to Lender in its sole discretion, including application to the Obligations of any Subsidiary thereofamounts payable at closing in immediately available funds, or (iii) are retained and a promissory note for the remaining balance, which shall be assigned to Lender as collateral for the Obligations. Borrower shall execute and deliver all documents, instruments and agreements requested by the Applicable Reporting Entity or any Subsidiary thereof; or (e) ifLender in order to assign all such proceeds to Lender, prior and to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Saleperfect Lender's security interests therein.

Asset Sales. Except for Until such time as all obligations under the sale of assets required Senior Credit Agreement have been paid in full in cash or other payment satisfactory to be sold to conform with governmental requirementsthe Senior Lenders and all lending commitments thereunder have been terminated, the Applicable Reporting EntityCompany and/or any Restricted Subsidiary may make Asset Dispositions as and to the extent permitted under the Senior Credit Agreement or with the consent of the requisite percentage of Senior Lenders, and the Net Available Cash from any such Asset Disposition shall be utilized (including the retention of any such proceeds by the Company for working capital or other purposes) in accordance with the case Senior Credit Agreement or as otherwise permitted, from time to time, by the requisite percentage of Senior Lenders. Following such time as all obligations under the GuarantorSenior Credit Agreement have been paid in full in cash or other payment satisfactory to the Senior Lenders and all lending commitments thereunder have been terminated, its Material Subsidiariesthe Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset SaleDisposition, if unless: (1) the aggregate net book Company or the Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value, as determined in good faith by the Board of Directors (including as to the value of all noncash consideration), of the shares and assets subject to such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25Disposition and at least 75% of the total assets consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and (2) an amount equal to 100% of the Applicable Reporting Entity and its Consolidated Subsidiaries Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be): (A) first, to the extent the Company elects (or is required by the terms of any Senior Debt), to prepay, repay or purchase Senior Debt or Senior Debt (other than any Redeemable Stock) of a Wholly Owned Subsidiary (in each ease other than Debt owed to the Company or an Affiliate of the beginning Company) within 180 days from the later of the Applicable Reporting Entity’s most recently ended full fiscal quarterdate of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), at the Company's election, to the investment by the Company, any Wholly Owned Subsidiary or the Restricted Subsidiary making such Asset Disposition in assets to replace the assets that were the subject of such Asset Disposition or an asset that (as determined by the Board of Directors) will be used in the business of the Company, any Wholly Owned Subsidiary or the Restricted Subsidiary making such Asset Disposition in businesses reasonably related thereto, in each case, within the later of one year from the date of such Asset Disposition or the receipt of such Net Available Cash; (C) third, to the extent of the balance of such Net Available Cash after application and in accordance with clauses (A) and (B), to make an offer to purchase Notes (and any Senior Debt of the Company designated by the Company) pursuant to and subject to the conditions contained in this Indenture; and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C), to the prepayment, repayment or purchase of Debt (other than any Redeemable Stock) of the Company or Debt of any Restricted Subsidiary (in either case, other than Debt owed to the Company or an Affiliate of the Company), in each case, within one year from the later of the receipt of such Net Available Cash and the date the offer described in clause (C) above is consummated; provided, however, that in connection with any prepayment, repayment or purchase of Debt pursuant to clause (A), (C) or (D) above, the Company shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this paragraph, the Company and its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this paragraph, except to the extent that the aggregate Net Available Cash from all Asset Dispositions which are not applied in accordance with this paragraph exceeds $20.0 million. Pending application of Net Available Cash pursuant to this paragraph, such Net Available Cash shall be invested in Temporary Cash Investments or used to reduce the amount of Debt outstanding under any revolving credit facility to which the Company may then be a party. Notwithstanding the foregoing, any Net Available Cash associated with the sale, disposition or other transfer ("Transfer") of Collateral shall be held in the Collateral Account, as provided in Section 11.04 hereof, until applied by the Company in accordance with the provisions of this Section 4.07. For the purposes of this Section 4.07, the following are deemed to be cash or "cash equivalents": (1) the express assumption of Debt of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Debt in connection with such Asset Sale Disposition; and (2) securities received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 90 days of the receipt of such securities. The 75% limitation referred to in the previous paragraph shall not apply to any Asset Disposition in which the cash portion of the consideration received therefor, determined in accordance with the previous sentence, is equal to or greater than what the after-tax cash proceeds would have been had such Asset Disposition complied with such 75% limitation. In the event of an Asset Disposition that requires the purchase of the Notes (and other Senior Debt) pursuant to clause (2)(C) above, the Company will be disregarded required to purchase Notes tendered pursuant to an offer by the Company for the Notes (and other Senior Debt) at a purchase price of 100% of their accreted value (without premium) plus accrued but unpaid interest, if any (or, in respect of such other Senior Debt, such price, if any, as may be provided for by the terms of such Senior Debt), in accordance with the procedures (including prorating in the event of oversubscription) set forth in this Indenture. If the aggregate purchase price of Notes (and any other Senior Debt) tendered pursuant to such offer is less than the Net Available Cash allotted to the purchase thereof, the Company will be required to apply the remaining Net Available Cash in accordance with clause (2)(D) above. The Company shall not be required to make such an offer to purchase Notes (and other Senior Debt) pursuant to this Section 4.07 if the Net Available Cash available therefor is less than $20.0 million (which lesser amount shall be carried forward for purposes of determining whether such an offer is required with respect to any subsequent Asset Disposition). To the 25% limitation specified above: (a) if extent that any such or all of the Net Available Cash of any Foreign Asset Sale is prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Available Cash so affected shall not be required to be applied at the time provided above, but may be retained by the applicable Restricted Subsidiary (and invested in accordance with the last sentence of the first paragraph of this Section 4.07) so long, but only so long, as the applicable local law will not permit repatriation to the United States. The Company will agree to cause the applicable Restricted Subsidiary to promptly take all actions required by the applicable local law to permit such repatriation. Once such repatriation of any of such affected Net Available Cash is permitted under the applicable local law, such repatriation shall be immediately effected and such repatriated Net Available Cash shall be applied in the ordinary course manner as described in this Section 4.07. The Company shall comply, to the extent applicable, with the requirements of business Section 14(e) of the Applicable Reporting Entity Exchange Act and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out other securities laws or are no longer useful or necessary regulations in connection with the operation repurchase of Notes pursuant to this Section 4.07. To the businesses extent that the provisions of any securities laws or regulations conflict with the Applicable Reporting Entity or provisions of this Section 4.07, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months obligations under this clause by virtue of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Saleconflict and compliance.

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity(a) The Company shall not, and in shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i) the Company (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 of the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25assets or Equity Interests issued or sold or otherwise disposed of; and (ii) at least 75% of the total assets of consideration therefor received by the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any Company or such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale Restricted Subsidiary is in the ordinary course form of business cash, Cash Equivalents or Replacement Assets or a combination of the Applicable Reporting Entity foregoing. For purposes of this Section 4.10(a)(ii), 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) of the Company or any Restricted Subsidiary (other than contingent liabilities, Indebtedness that is by its terms pari passu with, or subordinated to the Notes or any Note Guarantee and its Subsidiaries; (bliabilities to the extent owed to the Company or any Affiliate of the Company) if that are assumed by the assets subject to transferee of any such Asset Sale are worn out assets or are no longer useful Equity Interests pursuant to a written assignment and assumption agreement that releases the Company or necessary in connection with such Restricted Subsidiary from further liability therefor; (B) any securities, notes or other obligations received by the operation of the businesses of the Applicable Reporting Entity Company or its Subsidiaries; (c) if the assets subject to any such Asset Sale Restricted Subsidiary from such transferee that are being transferred to a Wholly Owned converted by the Company or such Restricted Subsidiary into cash within 180 days after the date of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (ito the extent of the cash received in that conversion); and (C) areany Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, within twelve taken together with all other Designated Non-cash Consideration received pursuant to this clause (12C) months that is at that time outstanding, not to exceed $50.0 million. (b) Within 365 days after the receipt of such any Net Proceeds from an Asset Sale, invested or reinvested the Company may apply such Net Proceeds at its option: (i) to repay Indebtedness secured by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, such assets; (ii) are used by to purchase Replacement Assets (or enter into a binding agreement to purchase such Replacement Assets; provided that (x) such purchase is consummated within 60 days after the Applicable Reporting Entity or any Subsidiary thereof date of such binding agreement and (y) if such purchase is not consummated within the period set forth in subclause (x), the Net Proceeds not so applied will be deemed to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or be Excess Proceeds (as defined below)); or (iii) are retained any combination of the foregoing. Pending the final application of any 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. (c) On the 366th day after an Asset Sale or such earlier date, if any, as the Company determines not to apply the Net Proceeds relating to such Asset Sale as set forth in Section 4.10(b) (each such date being referred as an “Excess Proceeds Trigger Date”), such aggregate amount of Net Proceeds that has not been applied on or before the Excess Proceeds Trigger Date as permitted pursuant to Section 4.10(b) (“Excess Proceeds”) shall be applied by the Applicable Reporting Entity Company to make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes or any Subsidiary thereof; Note Guarantee containing provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets, with a copy to the Trustee, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and shall be payable in cash. (d) The Company may defer the Asset Sale Offer until there are aggregate unutilized Excess Proceeds equal to or in excess of $25.0 million resulting from one or more Asset Sales, at which time the entire unutilized amount of Excess Proceeds (not only the amount in excess of $25.0 million) shall be applied as provided in Section 4.10(c). If 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 pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness shall be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the Excess Proceeds subject to such Asset Sale shall no longer be deemed to be Excess Proceeds. (e) ifThe 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 each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of this Indenture, prior the Company shall comply with the applicable securities laws and regulations and shall not be deemed to any have breached its obligations under the Asset Sale provisions of this Indenture by virtue of such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Salecompliance.

Asset Sales. Except for The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (1) the sale Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale 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 by the Company or such Restricted Subsidiary in the Asset Sale and all other Asset Sales since the date of the Base Indenture is in the form of cash, Cash Equivalents or Replacement Assets or a combination thereof. For purposes of this provision, each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Company’s most recent consolidated balance sheet (or as would be shown on the Company’s consolidated balance sheet as of the date of such Asset Sale), of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a 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 any such Restricted Subsidiary, from such transferee that are converted by the Company or such Restricted Subsidiary into cash, Cash Equivalents or Replacement Assets within 90 days after such Asset Sale, to the extent of the cash, Cash Equivalents or Replacement Assets received in that conversion. Notwithstanding the foregoing, the 75% limitation referred to above shall be deemed satisfied with respect to any Asset Sale in which the cash, Cash Equivalents or Replacement Assets portion of the consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or a Restricted Subsidiary may apply an amount equal to such Net Proceeds: (1) to purchase Replacement Assets; or (2) to prepay, repay, defease, redeem, purchase or otherwise retire Indebtedness and other Obligations under a Credit Facility or Indebtedness secured by property that is subject to such Asset Sale and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; Notwithstanding the foregoing, if within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or a Restricted Subsidiary enters into a binding written agreement irrevocably committing the Company or such Restricted Subsidiary to an application of funds of the kind described in clause (1) above, and as to which the only condition to closing not satisfied within 365 days of the receipt of such Net Proceeds is the receipt of required governmental approvals, the Company or such Restricted Subsidiary shall be deemed not to be in violation of the preceding paragraph so long as such application of funds is consummated within 545 days of the receipt of such Net Proceeds. Pending the final application of any Net Proceeds of an Asset Sale, the Company may temporarily reduce revolving credit borrowings or otherwise use the Net Proceeds in any manner that is not prohibited by this Supplemental Indenture. An amount equal to any Net Proceeds from Asset Sales that are not applied or invested as provided in the third paragraph of this Section 4.10 will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $20.0 million, within 20 days thereof, the Company will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Supplemental Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets required in accordance with Section 3.09 hereof to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness that may be purchased with Excess Proceeds, plus accrued and unpaid interest to, but not including, the date of consummation of the purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company and its Restricted Subsidiaries may use those Excess Proceeds for any purpose not otherwise prohibited by this Supplemental 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 Trustee shall select the Notes and the Company will select such other pari passu Indebtedness to be sold to conform with governmental requirementspurchased on a pro rata basis (or, the Applicable Reporting Entity, and in the case of Global Notes, based on a method that most nearly approximates a pro rata selection as the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value Trustee deems fair and appropriate) unless otherwise required by law or applicable stock exchange or depository requirements. Upon completion of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such each Asset Sale Offer, the amount of Excess Proceeds will be disregarded for purposes reset at zero. The Company will comply with the requirements of Rule 14e-1 under the 25% limitation specified above: (a) if Exchange Act and any other securities laws and regulations thereunder to the extent such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity laws and its Subsidiaries; (b) if the assets subject to any such Asset Sale regulations are worn out or are no longer useful or necessary applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the operation extent that the provisions of any securities laws or regulations conflict with the businesses provisions of the Applicable Reporting Entity Section 3.09 hereof or its Subsidiaries; (c) if the assets subject to this Section 4.10 or compliance with Section 3.09 hereof or this Section 4.10 would constitute a violation of any such Asset Sale are being transferred laws or regulations, the Company will comply with the applicable securities laws and regulations and will not be deemed to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Salecompliance.

Asset Sales. Except (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration 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 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 sale of assets required following shall be deemed to be sold to conform with governmental requirementscash: (A) any liabilities, as shown on the Applicable Reporting EntityCompany’s most recent consolidated balance sheet, and in the case of the GuarantorCompany or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation or indemnity agreement that releases the Company or such Restricted Subsidiary from or indemnifies the Company or such Restricted Subsidiary against further liability; (B) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are not Cash Equivalents but are contemporaneously, subject to ordinary settlement periods, converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion; (C) any Designated Noncash Consideration received by the Company or any of its Material SubsidiariesRestricted Subsidiaries in an Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Board of Directors of the Company at the time received without giving effect to subsequent changes in value), shall taken together with all other Designated Noncash Consideration received pursuant to this clause (C) that is at that time outstanding, not consummate to exceed 5.0% of the Company’s Total Assets; and (D) any stock or assets of the kind referred to in clauses (3), (4) or (5) of Section 4.10(b) below. (b) Within 360 days after the receipt of any Net Proceeds received from an Asset Sale, if the aggregate net book value Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds: (1) to repay, repurchase or redeem Priority Lien Obligations; (2) to repay Indebtedness of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Restricted Subsidiary of the Applicable Reporting Entity; (d) Company that is not a Guarantor, other than Indebtedness owed to the Company or another Restricted Subsidiary and, if the proceeds from any such Asset Sale Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (i3) areto acquire all or substantially all of the assets of, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Capital Stock of, another Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company; (4) to make a capital expenditure; (5) to acquire other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or (6) any combination of the foregoing; provided that the Company will be deemed to have complied with clauses (3), (4) and/or (5) of this Section 4.10(b) if and to the extent that, within 360 days after the Asset Sale that generated the Net Proceeds, the Company has entered into and not abandoned or rejected a binding agreement to acquire the assets or Capital Stock of a Permitted Business, make a capital expenditure and/or acquire other assets in compliance with clauses (3), (4) and/or (5) of this Section 4.10(b), and that acquisition or capital expenditure is thereafter completed within 90 days after the end of such 360-day period. (c) Pending the final application of any Net Proceeds from an Asset Sale, the Company (or the applicable Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest Net Proceeds from an Asset Sale in any manner that is not prohibited by this Indenture. Any Net Proceeds from an Asset Sale that are not applied or invested as provided in Section 4.10(b) hereof will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, within 30 days thereof, the Company will make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Shared Lien Debt containing provisions similar to those set forth in this Indenture with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets in accordance with Section 3.10 hereof to purchase, prepay or redeem the maximum principal amount of Notes and such other Shared Lien Debt (plus all accrued interest on such Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price for the Notes and any other Shared Lien Debt in any Asset Sale Offer will be equal to 100% of the principal amount of the Notes and such other Shared Lien Debt purchased, plus accrued and unpaid interest, if any, on the Notes and any other Shared Lien Debt, to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other Shared Lien Debt tendered in (or required to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Company will select the Notes and such other Shared Lien Debt to be purchased on a pro rata basis, based on the principal amount of Notes and such other Shared Lien Debt tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Company so that only Notes in minimum denominations of $2,000, or an integral multiple of $1,000 in excess of $2,000, will be left outstanding). Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. (d) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.10 hereof or this Section 4.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.10 hereof or this Section 4.10, by virtue of such compliance.

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting EntityThe Company shall not, and in 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 the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (iif other than a Casualty Event) are, within twelve at least equal to the fair market value (12as determined in good faith by the Board of Directors of the Company (including as to the value of all consideration other than Qualified Cash Equivalents) months and set forth in an Officers' Certificate delivered to the Trustee) of the Property or Equity Interests that are the subject of such Asset Sale, invested or reinvested (ii) at least 80% 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 Applicable Reporting Entity Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale shall be remitted to the Trustee for deposit into the Asset Sale Proceeds Account free of any Subsidiary thereof Lien (other than the Lien of this Indenture, the Security Documents and the Working Capital Facility), and the Company (or such Restricted Subsidiary, as the case may be) shall take such action as shall be necessary under 6.03 hereof in order to maintain the Lien of the Trustee on any other consideration received in such Asset Sale and (iv) 100% of the Net Cash Proceeds from such Asset Sale shall be retained in the Asset Sale Proceeds Account and shall be available (x) in the case of Net Cash Proceeds of a Casualty 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 Asset Sale, to the reinvestment into Property that is used or useful in a Permitted Business, provided that to the extent the Net Cash Proceeds referred to in this clause (iiiv) are used 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 Applicable Reporting Entity or any Subsidiary thereof Company), such Net Cash Proceeds shall be applied to repay Debt the making of an Asset Sale Offer as provided in the next-following paragraph. The aggregate amount of the Applicable Reporting Entity Net Cash Proceeds referred to in the preceding clause (iv) remaining at the end of such period after the application of such Indenture Net Cash Proceeds as described in such clause (iv) to the repair, rebuilding, replacement or any Subsidiary reinvestment referred to therein, shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $10,000,000 (taking into account income earned on such Excess Proceeds), 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 may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, or (iii) are retained by plus accrued and unpaid interest thereon, if any, to the Applicable Reporting Entity or any Subsidiary thereof; or (e) ifdate of purchase, prior in accordance with the procedures set forth in Article III hereof, it being understood that, to the extent any such Excess Proceeds held in the Asset SaleSale Proceeds Account are required to be applied to the payment of the Working Capital Facility, both Rating Agencies confirm then only the then-current Borrower’s Applicable Ratings portion of the Excess Proceeds remaining after giving effect such payment shall be applied to the making of an Asset Sale Offer. 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 into such Asset SaleSale 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 Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph.

Asset Sales. Except for Classic shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (1) Classic (or the sale 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 required or Equity Interests issued or sold or otherwise disposed of; (2) such fair market value is determined by Classic's Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (3) at least 75% of the consideration received in such Asset Sale by Classic or such Restricted Subsidiary is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following shall be deemed to be sold cash: (a) any Indebtedness or other liabilities, as shown on Classic's or such Restricted Subsidiary's most recent balance sheet, of Classic or any Restricted Subsidiary (other than contingent liabilities and Indebtedness that is by its terms subordinated to conform with governmental requirementsthe Notes or any Note Guarantee) that are assumed by the transferee of any such assets pursuant to an agreement that releases Classic or such Restricted Subsidiary from further liability; and (b) any securities, notes or other obligations received by Classic or any such Restricted Subsidiary from such transferee that are converted within 60 days of the Applicable Reporting Entityapplicable Asset Sale by Classic or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash received in that conversion. Notwithstanding the foregoing, Classic and its Restricted Subsidiaries may consummate Asset Swaps; provided that, immediately after giving effect to such Asset Swap, Classic would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set forth in the case first paragraph of Section 4.09 hereof. Within 365 days after the Guarantor, its Material Subsidiaries, shall not consummate receipt of any Net Proceeds from an Asset Sale, including any cash received in an Asset Swap, Classic or any of its Restricted Subsidiaries may apply those Net Proceeds at its option: (1) to prepay, repay, redeem or purchase Senior Debt and, if the aggregate net book value of Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (2) to acquire all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% or substantially all of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as a Permitted Business; (3) to acquire Voting Stock of the beginning a Permitted Business from a Person that is not a Subsidiary of the Applicable Reporting Entity’s most recently ended full fiscal quarterClassic; provided, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity after giving effect thereto, Classic and its Subsidiaries; Restricted Subsidiaries collectively own a majority of such Voting Stock and (b) if the such acquisition is otherwise made in accordance with this Indenture, including, without limitation, Section 4.07 hereof; (4) to make a capital expenditure; or (5) to acquire other long-term assets subject to any such Asset Sale that are worn out used or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business; provided that in the event Classic would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Debt to Cash Flow Ratio test set forth in the first paragraph of Section 4.09 hereof at the time it consummates a Permitted Tower Sale and Leaseback, then the 365-day period referred to above shall be extended for an additional 365 days as to the Net Proceeds from the Permitted Tower Sale and Leaseback only. Pending the final application of any Net Proceeds, Classic may temporarily reduce revolving credit borrowings or otherwise invest the 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 constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15.0 million, Classic will make an offer (iian "Asset Sale Offer") are used by to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Applicable Reporting Entity Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or any Subsidiary thereof redeem with the proceeds of sales of assets to repay Debt purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Applicable Reporting Entity or Excess Proceeds. The offer price in any Subsidiary thereofAsset Sale Offer shall be equal to 100% of principal amount plus accrued and unpaid interest and Special Interest, or (iii) are retained if any, to the date of purchase, and shall be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Classic may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset SaleSale Offer exceeds the amount of Excess Proceeds, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect Trustee will select the Notes and such other pari passu Indebtedness to any be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset SaleSale Offer, the amount of Excess Proceeds shall be reset at zero.

Asset Sales. Except for No later than the sale first Business Day following the date of assets required receipt by Company or any of its Subsidiaries of any Net Asset Sale Proceeds, Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, (i) so long as no Default or Event of Default shall have occurred and be sold to conform with governmental requirements, the Applicable Reporting Entitycontinuing, and in (ii) to the case of extent that aggregate Net Asset Sale Proceeds from the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if Closing Date through the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any applicable date of determination would do not exceed 25% $10,000,000 in the aggregate, Company shall have the option, directly or through one or more of the total its Subsidiaries, to invest or commit to invest Net Asset Sale Proceeds within one hundred eighty (180) days of receipt thereof in long-term productive assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is general type used in the ordinary course of business of the Applicable Reporting Entity Company and its Subsidiaries; (b) if the assets subject to provided further, pending any such investment all such Net Asset Sale are worn out or are no longer useful or necessary Proceeds shall be applied to prepay Revolving Loans to the extent outstanding (without a reduction in connection Revolving Commitments); provided, further that, with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject respect to any such an Asset Sale are being transferred to of any asset owned by a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from Foreign Subsidiary, any such Net Asset Sale Proceeds in respect thereof which have not been reinvested or committed to be reinvested (the "Unreinvested Net Asset Sale Proceeds") shall be applied (i) arefirst, within twelve (12) months to the extent such Unreinvested Net Asset Sale Proceeds may be repatriated to the United States without in the reasonable judgment of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof Company resulting in a Permitted Businessmaterial tax liability to Company in relation to the amount of proceeds to be repatriated, to prepay the Loans and/or permanently reduce the Revolving Commitments as set forth in Section 2.15(b), (ii) are used second, to the extent of any remaining portion of such Unreinvested Net Asset Sale Proceeds, to finance the general corporate purposes of such Foreign Subsidiary so long as the aggregate of all such amounts so applied by all Foreign Subsidiaries with respect to Asset Sales consummated after the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereofClosing Date does not exceed $5,000,000, or and (iii) are third, to the extent of any remaining portion of such Unreinvested Net Asset Sale Proceeds, to prepay the Loans and/or reduce the Revolving Commitments as set forth in Section 2.15(b). Concurrently with any determination by Company that any portion of any Unreinvested Net Asset Sale Proceeds of any Foreign Subsidiary will be applied as described in clause (ii) of the immediately preceding proviso, Company shall deliver to Agent an Officers' Certificate (w) certifying that such Unreinvested Net Asset Sale Proceeds cannot be repatriated to the United States without resulting in a material tax liability to Company and the reasons therefore, (y) specifying the amount of Unreinvested Net Asset Sale Proceeds to be retained by such Foreign Subsidiary as described in said clause (ii) and the Applicable Reporting Entity or any Subsidiary cumulative aggregate amount of all such Unreinvested Net Asset Sale Proceeds so retained by all Foreign Subsidiaries since the date of this Agreement and (z) demonstrating the derivation of the Unreinvested Net Asset Sale Proceeds of the correlative Asset Sale from the gross sales price thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Sale.

Asset Sales. Except for The Company may not, and may not permit any Restricted Subsidiary to, directly or indirectly, consummate an Asset Sale (including the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity, and in the case any of the Guarantor, its Material Subsidiaries, shall not consummate Capital Stock of any Asset Sale, if the aggregate net book value Restricted Subsidiary) providing for Net Proceeds in excess of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25$5,000,000 unless at least 75% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any Net Proceeds from such Asset Sale will be disregarded for purposes are applied (in any manner otherwise permitted by this Indenture) to one or more of the 25% limitation specified abovefollowing purposes in such combination as the Company shall elect: (a) if any such Asset Sale is an investment in another asset or business in the ordinary course same line of business as, or a line of business similar to that of, the line of business of the Applicable Reporting Entity Company and its SubsidiariesRestricted Subsidiaries at the time of the Asset Sale; provided that such investment occurs on or prior to the 365th day following the date of such Asset Sale (the "Asset Sale Disposition Date"); (b) if to reimburse the assets Company or its Subsidiaries for expenditures made, and costs incurred, to repair, rebuild, replace or restore property subject to any loss, damage or taking to the extent that the Net Proceeds consist of insurance proceeds received on account of such Asset Sale are worn out loss, damage or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiariestaking; (c) if the assets subject purchase, redemption or other prepayment or repayment of outstanding Senior Indebtedness of the Company or Indebtedness of the Company's Restricted Subsidiaries on or prior to any such the 365th day following the Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting EntityDisposition Date; or (d) if an Offer expiring on or prior to the proceeds Purchase Date (as defined herein). In addition, the Company may not, and may not permit any Restricted Subsidiary to, directly or indirectly, consummate an Asset Sale unless at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash, cash equivalents or marketable securities; provided that, solely for purposes of calculating such 75% of the consideration, the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto, excluding contingent liabilities and trade payables) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets and (y) any 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 (to the extent of the cash received), shall be deemed to be cash and cash equivalents for purposes of this provision. Any Net Proceeds from any such Asset Sale that are not applied or invested as provided in the first sentence of this paragraph shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10,000,000 (i) aresuch date being an "Asset Sale Trigger Date"), within twelve (12) months the Company shall make an Offer to all holders of Notes to purchase the maximum principal amount of the Notes then outstanding that may be purchased out of Excess Proceeds, at an offer price in cash equal to 100% of principal amount thereof, plus any accrued and unpaid interest and Liquidated Damages, if any, to the Purchase Date, in accordance with the procedures set forth in this Indenture. Notwithstanding the foregoing, to the extent that any or all of the Net Proceeds of an Asset Sale is prohibited or delayed by applicable local law from being repatriated to the United States, the portion of such Net Proceeds so affected will not be required to be applied as described in this or the preceding paragraph, but may be retained for so long, but only for so long, as the applicable local law prohibits repatriation to the United States. To the extent that any Excess Proceeds remain after completion of an Offer, the Company may use such remaining amount 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 an Asset SaleSale Offer, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt amount of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset SaleExcess Proceeds shall be reset at zero.

Asset Sales. Except The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration (including by way of relief from, or by any Person assuming responsibilities for, any liabilities, contingent or otherwise) at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale and which shall give effect to the assumption by another Person of any liabilities as provided for in clause (2)(A)) below; and (2) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary, together with the consideration received in all other Asset Sales by the Company or any Restricted Subsidiary since the Issue Date (on a cumulative basis) is in the form of cash or Cash Equivalents. For purposes of this provision, each of the following shall be deemed to be cash: (A) any liabilities, as shown on the Company’s most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Note Guarantees) that are assumed, cancelled or otherwise forgiven by the transferee of any such assets pursuant to a written agreement that releases the Company or such Restricted Subsidiary from further liability; (B) (i) any securities, notes or other Obligations received by the Company or any such Restricted Subsidiary from such transferee that are within 180 days after the Asset Sale (subject to ordinary settlement periods), converted by the Company or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion, or (ii) with respect to any Asset Sale of oil and natural gas properties by the Company or any Restricted Subsidiary where the Company or such Restricted Subsidiary retains an interest in such property, costs and expenses related to the exploration, development, completion or production of such properties and activities related thereto which the transferee (or an Affiliate thereof) agrees to pay or assume; (C) any Investment, stock, property, assets or capital or other expenditure of the kind referred to in clause (2), (3) or (4) of the next succeeding paragraph; (D) 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 (as determined in good faith by the Company), taken together with all other Designated Non-cash Consideration received pursuant to this clause (D), not to exceed the greater of (i) $70.0 million and (ii) and 5.0% of the Company’s Adjusted Total Assets at the time of receipt (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); and (E) accounts receivable of a business retained by the Company or any of its Restricted Subsidiaries, as the case may be, following the sale of assets required to be sold to conform with governmental requirementssuch business, provided such accounts receivable (i) are not past due more than 60 days at the Applicable Reporting Entity, time of contractual agreement of such Asset Sale and in (ii) do not have a payment date greater than 90 days from the case date of the Guarantor, its Material Subsidiaries, shall not consummate invoices creating such accounts receivable. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, if the aggregate net book value of all Company (or the applicable Restricted Subsidiary, as the case may be) may apply such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% Net Proceeds: (1) to repay Senior Indebtedness of the total assets Company or its Restricted Subsidiaries or any Indebtedness of a Restricted Subsidiary that is not a Guarantor (or to make an offer to repurchase or redeem such Indebtedness, provided that such repurchase or redemption closes within 45 days after the Applicable Reporting Entity and its Consolidated Subsidiaries as end of such 365-day period, and, for the beginning avoidance of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provideddoubt, however, that any such Asset Sale will repayment may be disregarded for purposes of the 25% limitation specified above: less than par); (a2) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) areacquire Capital Stock of, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof another Person engaged primarily in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such acquisition of Capital Stock, such Person is or becomes a Restricted Subsidiary of the Company; or (3) to make (a) an Investment in 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 the Company or any Restricted Subsidiary owning an amount of the Capital Stock of such business such that it constitutes or continues to constitute a Restricted Subsidiary; (b) a capital expenditure in a Permitted Business; or (c) acquisitions by the Company or any Restricted Subsidiary of other assets, other than securities, in the case of clauses (a) and this clause (c), either (i) that are or will be used or useful in the Permitted Business or (ii) that replace, in whole or in part, the properties or assets that are the subject of such Asset Sale. The requirement in clause (2) or (3) of the preceding paragraph shall be deemed to be satisfied in a bona fide binding contract committing to make the investment, acquisition or expenditure referred to therein is entered into by the Company or any of its Restricted Subsidiaries within the time period specified in the preceding paragraph and such Net Proceeds are subsequently applied in accordance with such contract within 180 days following the date such agreement is entered into. Pending the final application of any Net Proceeds, the Company or any Restricted Subsidiary may invest or utilize the 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 third paragraph of this Section 4.10 will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million, within five business days thereof, the Company will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The Company may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale by making an Asset Sale Offer with respect to such Net Proceeds or equivalent amount prior to the time period that may be required by this Indenture with respect to all or a part of the available Net Proceeds (the “Advance Portion”) in advance of being required to do so by this Indenture (an “Advance Offer”). The offer price in any Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds (or in the case of an Advance Offer, the Advance Portion) remain(s) after consummation of an Asset Sale Offer (any such proceeds, the “Retained Declined Proceeds”), the Company (or any Restricted Subsidiary) may use those Excess Proceeds (or Advance Portion) 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 (or in the case of an Advance Offer, the Advance Portion), the Trustee shall (subject to the Depositary’s applicable procedures) select the Notes and the representative of such other pari passu Indebtedness will (subject to the Depositary’s applicable procedures) select such other pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer (or Advance Offer), the amount of Excess Proceeds (or the Advance Portion) will be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this Section 4.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such compliance.

Asset Sales. Except for (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (1) the Company (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 of the assets or Equity Interests issued or sold or otherwise disposed of; provided that this clause (1) shall not apply to an Asset Sale resulting solely from a foreclosure or sale of by a third party upon assets required or property subject to be sold to conform with governmental requirementsa Lien not prohibited by this Indenture; (2) where such Fair Market Value exceeds $50.0 million, the Applicable Reporting Entity, and Company’s determination of such Fair Market Value is set forth in an Officers’ Certificate delivered to the case of the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25Trustee; and (3) at least 75% of the total assets of consideration therefor received by the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any Company or such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale Restricted Subsidiary is in the ordinary course form of business cash, Cash Equivalents or Replacement Assets or a combination thereof. For purposes of this provision, each of the Applicable Reporting Entity and its Subsidiaries; following shall be deemed to be Cash Equivalents: A. any liabilities (b) if as shown on the assets subject to any Company’s or such Asset Sale are worn out Restricted Subsidiary’s most recent balance sheet, or are no longer useful would be shown on the Company’s or necessary in connection with such Restricted Subsidiary’s balance sheet on the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months date of such Asset Sale) of the Company or any Restricted Subsidiary (other than contingent liabilities, invested Indebtedness that is by its terms subordinated to the Securities of each series then Outstanding or reinvested any Note Guarantee and liabilities to the extent owed to the Company or any Affiliate of the Company) that are assumed by the Applicable Reporting Entity transferee of any such assets pursuant to a written agreement that releases the Company or such Restricted Subsidiary from further liability therefor; and B. any securities, notes or other obligations received by the Company or any such Restricted Subsidiary thereof in a Permitted Business, from such transferee that are converted (iiincluding by way of any Monetization Transaction) are used by the Applicable Reporting Entity Company or any such Restricted Subsidiary thereof into cash (to repay Debt the extent of the Applicable Reporting Entity or any Subsidiary thereof, or (iiicash received in that conversion) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any within 180 days of such Asset Sale. (b) The Company or any of its Restricted Subsidiaries may use the Net Proceeds of any Asset Sale in any manner that is not prohibited by this Indenture.

Asset Sales. Except for Within 450 days after the sale receipt of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity, and in the case of the Guarantor, its Material Subsidiaries, shall not consummate any Net Cash Proceeds from any Asset Sale, the Company may (i) apply all or any of the Net Cash Proceeds 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 or in other properties or other capital assets that will be used in the Ice Business. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce borrowings under any revolving credit 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 first sentence of this paragraph will be deemed to constitute "Available Proceeds Amount." When the aggregate net book value Available Proceeds Amount exceeds $5,000,000, 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 repaid on a permanent basis in connection with an Asset Sale, an aggregate principal amount of Securities and any such Pari Passu Indebtedness equal to such Available Proceeds Amount as follows: (i) (A) The Company shall make an offer to purchase (an "Asset Proceeds Offer") from all Holders of the Securities in accordance with the procedures set forth in this Indenture the maximum principal amount (expressed as a multiple of $100) of Securities that may be purchased out of an amount (the "Payment Amount") equal to the product of such Available Proceeds Amount multiplied by a fraction, the numerator of which is the outstanding principal amount of the Securities and the denominator of which is the sum of the outstanding principal amount of the Securities and such Pari Passu Indebtedness, if any (subject to proration in the event such amount is less than the aggregate Offered Price (as defined in clause (ii) below) of all Securities tendered), and (B) to the extent required by any such Asset Sales consummated during Pari Passu Indebtedness and provided there is a permanent reduction in the four calendar quarters immediately preceding any date principal amount of determination would exceed 25such Pari Passu Indebtedness, the Company shall make an offer to purchase such Pari Passu Indebtedness (a "Pari Passu Offer") in an amount (the "Pari Passu Indebtedness Amount") equal to the excess of the Available Proceeds Amount over the Payment Amount. (ii) The offer price for the Securities shall be payable in cash in an amount equal to 100% of the total assets principal amount of the Applicable Reporting Entity Securities tendered pursuant to an Asset Proceeds Offer, plus accrued and its Consolidated Subsidiaries as of unpaid interest, if any, to the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any date such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Sale.Proceeds

Asset Sales. Except (a) The Company shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless (1) at least 75% of the consideration from such Asset Sale is received in cash or Cash Equivalents and (2) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (with respect to an Asset Sale involving Primary Collateral that consists of a trademark in excess of $5.0 million, as determined by an appraisal report of an independent appraiser) of the shares or assets subject to such Asset Sale. For purposes of paragraph (a)(1) above, the following shall be deemed to be cash: (A) the amount of any Senior Indebtedness of the Company or any Restricted Subsidiary that is actually assumed by the transferee in such Asset Sale and from which the Company and the Restricted Subsidiaries are fully and unconditionally released, (B) the amount of any notes, securities or other similar obligations received by the Company or any Restricted Subsidiary from such transferee that are immediately converted, sold or exchanged (or are converted, sold or exchanged within 90 days of the related Asset Sale) by the Company or the Restricted Subsidiaries into cash or Cash Equivalents in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange and (C) Qualified Noncash Proceeds. (b) All or a portion of the Net Cash Proceeds of any Asset Sale may be applied by the Company or a Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Indebtedness under the Revolving Credit Agreement, the Term Loan Agreement or other Senior Indebtedness) to: (i) (A) with respect to any Asset Sale, whether or not involving Collateral, invest in the purchase of assets (other than securities) to be used by the Company or any Restricted Subsidiary of the Company in a Permitted Business, (B) acquire Capital Stock in a Person that is a Restricted Subsidiary of the Company or in a Person engaged in a Permitted Business that shall become a Restricted Subsidiary of the Company immediately upon the consummation of such acquisition; provided, that, in the case of assets or Capital Stock acquired by the Company, ▇▇▇▇▇ ▇▇▇▇▇ GP or a Guarantor as described in (A) and/or (B), the relevant party must execute such collateral documents as are required by the Collateral Documents or (C) a combination of (A) and (B); provided that any Net Cash Proceeds received in the form of Qualified Noncash Proceeds shall be deemed an application of such Net Cash Proceeds in accordance with this clause (i); provided, further, that the Company or such Restricted Subsidiary shall be deemed to have applied Net Cash Proceeds in accordance with this clause (i) within such 365-day period if, within such 365-day period, it has entered into a binding commitment or agreement to invest such Net Cash Proceeds and continues to use all reasonable efforts to so apply such Net Cash Proceeds as soon as practicable thereafter, and that upon any abandonment or termination of such commitment or agreement after such 365-day period, the Net Cash Proceeds not applied will constitute Excess Proceeds (as defined below). In addition, following the entering into of a binding agreement with respect to an Asset Sale and prior to the consummation thereof, cash (whether or not actual Net Cash Proceeds of such Asset Sale) used for the sale purposes described in subclauses (A), (B) and (C) of assets required this clause (i) that are designated as uses in accordance with this clause (i), and not previously or subsequently so designated in respect of any other Asset Sale, shall be deemed to be sold Net Cash Proceeds applied in accordance with this clause (i); (ii) with respect to conform Net Cash Proceeds of an Asset Sale of any asset that constitutes Collateral, prepay permanently or repay permanently any Indebtedness secured by such Collateral in accordance with governmental requirementsthe Collateral Documents; and/or (iii) with respect to Net Cash Proceeds of an Asset Sale of any asset that does not constitute Collateral, prepay permanently or repay permanently any Indebtedness under the Term Loan Agreement, the Applicable Reporting Entity, Revolving Credit Agreement or any other Senior Indebtedness then outstanding (and in the case of any such Indebtedness under a revolving credit facility, effect a permanent reduction in the Guarantoravailability under such revolving credit facility). The amount of such Net Cash Proceeds not used or invested in accordance with the preceding clauses (i), its Material Subsidiaries, shall not consummate any (ii) or (iii) within 365 days after the Asset Sale, or such earlier date, if any, as the senior management or the Board of Directors of the Company determine not to apply the Net Cash Proceeds in accordance with clause (i), (ii) or (iii), constitutes “Excess Proceeds.” (c) When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company and ▇▇▇▇▇ ▇▇▇▇▇ GP will make an offer (an “Asset Sale Offer”) to all Holders of Note/Term Obligations and all holders of Pari Passu Indebtedness containing provisions similar to those set forth in this Section 4.11 to purchase the maximum principal amount of Note/Term Obligations and such other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds. The Company and ▇▇▇▇▇ ▇▇▇▇▇ GP may satisfy their obligations to make an Asset Sale Offer with respect to the Net Cash Proceeds of any Asset Sale by making an Asset Sale Offer using such Net Cash Proceeds prior to the expiration of the 365-day period described in the last paragraph of the foregoing paragraph (b). The offer price (the “Asset Sale Offer Price”) in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase (the “Asset Sale Offer Date”), and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company and ▇▇▇▇▇ ▇▇▇▇▇ GP may use such Excess Proceeds for any purposes not otherwise prohibited by this Indenture. If the aggregate principal amount of Note/Term Obligations and such other Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Note/Term Obligations and such other Pari Passu Indebtedness to be purchased shall be purchased on a pro rata basis based on the aggregate principal amount of Note/Term Obligations and such other Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. If the Asset Sale generating Excess Proceeds involves only Primary Collateral, the Asset Sale Offer using such Excess Proceeds will be made only to the Holders of Note/Term Obligations and not to holders of other Pari Passu Indebtedness. (d) Pending application of Net Cash Proceeds pursuant to this Section 4.11, such Net Cash Proceeds may be invested in Cash Equivalents or applied to temporarily reduce Senior Indebtedness of the Company, ▇▇▇▇▇ ▇▇▇▇▇ GP or any Guarantor or any Indebtedness of any Restricted Subsidiary that is not a Guarantor. (e) If the Co-Obligors become obligated to make an Asset Sale Offer pursuant to paragraph (c) above, the Notes and the Pari Passu Indebtedness shall be purchased by the Co-Obligors, at the option of the holders thereof, in whole or in part in integral multiples of $1,000, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Asset Sale Offer is given to holders, or such later date as may be necessary for the Co-Obligors to comply with the requirements under the Exchange Act. (f) The Co-Obligors shall comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any other applicable securities laws or regulations in connection with an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.11, the Co-Obligors shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.11 by virtue thereof, and the relevant provisions of this Indenture shall be deemed modified as necessary to permit such compliance. (g) Subject to paragraph (f) above, within 30 days after the date on which the amount of Excess Proceeds exceeds $10.0 million, the Co-Obligors shall send or cause to be sent by first-class mail, postage prepaid, to the Trustee and to each Holder, at his address appearing in the Security Register, a notice stating or including: (1) that the Holder has the right to require the Co-Obligors to repurchase, subject to proration, such Holder’s Notes at the Asset Sale Offer Price; (2) the Asset Sale Offer Date; (3) the instructions a Holder must follow in order to have his or her Notes purchased in accordance with paragraph (c) above; (4) the Asset Sale Offer Price; (5) the names and addresses of the Paying Agent and the offices or agencies referred to in Section 4.02; (6) that Notes must be surrendered prior to the Asset Sale Offer Date to the Paying Agent at the office of the Paying Agent or to an office or agency referred to in Section 4.02 to collect payment; (7) that any Notes not tendered will continue to accrue interest and that unless the Co-Obligors default in the payment of the Asset Sale Offer Price, any Note accepted for payment pursuant to the Asset Sale Offer shall cease to accrue interest on and after the Asset Sale Offer Date; (8) the procedures for withdrawing a tender; and (9) that the Asset Sale Offer Price for any Note which has been properly tendered and not withdrawn and which has been accepted for payment pursuant to the Asset Sale Offer will be paid promptly following the Asset Sale Offer Date. (h) Holders electing to have Notes purchased hereunder will be required to surrender such Notes at the address specified in the notice prior to the Asset Sale Offer Date. Holders will be entitled to withdraw their election to have their Notes purchased pursuant to this Section 4.11 if the Co-Obligors receive, not later than one Business Day prior to the Asset Sale Offer Date, a telegram, telex, facsimile transmission or letter setting forth (1) the name of the Holder, (2) the certificate number of the Note in respect of which such notice of withdrawal is being submitted, (3) the principal amount of the Note (which shall be $2,000 or integral multiples of $1,000 in excess thereof) delivered for purchase by the Holder as to which his election is to be withdrawn, (4) a statement that such Holder is withdrawing his election to have such principal amount of such Note purchased, and (5) the principal amount, if any, of such Note (which shall be $2,000 or integral multiples of $1,000 in excess thereof) that remains subject to the original notice of the Asset Sale Offer and that has been or will be delivered for purchase by the Co-Obligors. (i) The Co-Obligors shall (i) not later than the Asset Sale Offer Date, accept for payment Notes or portions thereof tendered pursuant to the Asset Sale Offer, (ii) not later than 10:00 a.m. (New York time) on the Asset Sale Offer Date, deposit with the Trustee or with a Paying Agent an amount of money in same day funds sufficient to pay the aggregate net book value Asset Sale Offer Price of all such the Notes or portions thereof which are to be purchased on that date and (iii) not later than 10:00 a.m. (New York time) on the Asset Sales consummated during Sale Offer Date, deliver to the four calendar quarters immediately preceding any date Paying Agent an Officers’ Certificate stating the Notes or portions thereof accepted for payment by the Co-Obligors. The Paying Agent shall promptly mail or deliver to Holders of determination would exceed 25% Notes so accepted payment in an amount equal to the Asset Sale Offer Price of the total assets Notes purchased from each such Holder, and the Co-Obligors shall execute and the Trustee shall promptly authenticate and mail or deliver to such Holders a new Note equal in principal amount to any unpurchased portion of the Applicable Reporting Entity Note surrendered. Any Notes not so accepted shall be promptly mailed or delivered by the Paying Agent at the Co-Obligors’ expense to the Holder thereof. For purposes of this Section 4.11, the Co-Obligors shall choose a Paying Agent which shall not be the Company or ▇▇▇▇▇ ▇▇▇▇▇ GP. (j) Subject to applicable escheat laws, the Trustee and its Consolidated Subsidiaries as the Paying Agent shall return to the Co-Obligors any cash that remains unclaimed, together with interest, if any, thereon (subject to Section 7.01(f)), held by them for the payment of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarterAsset Sale Offer Price; provided, however, that (x) to the extent that the aggregate amount of cash deposited by the Co-Obligors with the Trustee in respect of an Asset Sale Offer exceeds the aggregate Asset Sale Offer Price of the Notes or portions thereof to be purchased, then the Trustee shall hold such excess for the Co-Obligors and (y) unless otherwise directed by the Co-Obligors in writing, promptly after the Business Day following the Asset Sale Offer Date the Trustee shall return any such excess to the Co-Obligors together with interest or dividends, if any, thereon (subject to Section 7.01(f)). (k) Notes to be purchased shall, on the Asset Sale will be disregarded for purposes Offer Date, become due and payable at the Asset Sale Offer Price and from and after such date (unless the Co-Obligors shall default in the payment of the 25% limitation specified above: (aAsset Sale Offer Price) if such Notes shall cease to bear interest. Such Asset Sale Offer Price shall be paid to such Holder promptly following the later of the Asset Sale Offer Date and the time of delivery of such Note to the relevant Paying Agent at the office of such Paying Agent by the Holder thereof in the manner required. Upon surrender of any such Note for purchase in accordance with the foregoing provisions, such Note shall be paid by the Co-Obligors at the Asset Sale Offer Price; provided, however, that installments of interest whose Stated Maturity is on or prior to the Asset Sale Offer Date shall be payable to the Person in whose name the Notes are registered as such on the relevant record dates according to the terms and the provisions of Section 2.07; provided, further, that Notes to be purchased are subject to proration in the ordinary course of business of event the Applicable Reporting Entity and its Subsidiaries; (b) if Excess Proceeds are less than the assets subject to any such aggregate Asset Sale are worn out Offer Price of all Notes tendered for purchase, with such adjustments as may be appropriate by the Trustee so that only Notes in denominations of $2,000 or are no longer useful or necessary integral multiples of $1,000 in connection excess thereof, shall be purchased. If any Note tendered for purchase shall not be so paid upon surrender thereof by deposit of funds with the operation of the businesses of the Applicable Reporting Entity Trustee or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale Paying Agent in accordance with paragraph (i) areabove, within twelve the principal thereof (12and premium, if any, thereon) months shall, until paid, bear interest from the Asset Sale Offer Date at the rate borne by such Note. Any Note that is to be purchased only in part shall be surrendered to a Paying Agent at the office of such Asset SalePaying Agent (with, invested if the Company, the Registrar or reinvested the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Registrar or the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Co-Obligors shall execute and the Trustee shall authenticate and deliver to the Holder of such Note, without service charge, one or more new Notes of any authorized denomination as requested by such Holder in an aggregate principal amount equal to, and in exchange for, the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt portion of the Applicable Reporting Entity principal amount of the Note so surrendered that is not purchased. The Company shall publicly announce the results of the Asset Sale Offer on or any Subsidiary thereof, or (iii) are retained by as soon as practicable after the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset SaleSale Offer Date.

Asset Sales. Except The Company shall not, and shall not permit any of its Subsidiaries to, engage in an Asset Sale unless (i) the Company (or the 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 set forth in an Officers' Certificate delivered to the Trustee, PROVIDED that such Officer's Certificate shall be delivered only in the event of any Asset Sale involving $5.0 million or more of consideration) of the assets or Capital Stock issued, or sold or otherwise disposed of and (ii) at least 80% 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 (x) any liabilities (as shown on the Company's or such Subsidiary's most recent balance sheet) of the Company or any of its Subsidiaries (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 Subsidiary from further liability, and (y) any notes or other obligations received by the Company or any such Subsidiary from such transferee that are immediately converted by the Company or such Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision, and PROVIDED, FURTHER, that (A) the sale of assets Company and its Subsidiaries will not be required to be sold comply with clauses (i) and (ii) of this paragraph in connection with any Asset Sale effected in order to conform comply with governmental requirements, an FTC Order which is consummated within the Applicable Reporting Entity, and in the case lesser of (a) 365 days of the Guarantordate of such FTC Order, its Material Subsidiaries, shall or (b) the time period specified in such FTC Order and (B) any Acquisition Subsidiary and any Subsidiary of an Acquisition Subsidiary will not consummate be required to comply with clause (ii) of this paragraph in connection with any Asset Sale. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, if the Company or the applicable Subsidiary may apply such Net Proceeds, at its option, (a) to permanently reduce outstanding Senior Indebtedness (and correspondingly reduce commitments with respect thereto) or (b) to the acquisition of an interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Line of Business. Pending the final application of any such Net Proceeds, the Company or the applicable Subsidiary may temporarily reduce Indebtedness under the Revolving Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the 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 30 days after the aggregate net book value amount of Excess Proceeds exceeds $5.0 million, the Company shall make an offer to all Holders of Notes (an "ASSET SALE OFFER") to purchase an aggregate principal amount of Notes equal to such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25Excess Proceeds, at a Purchase Price in cash in an amount equal to 100% of the total assets of principal amount thereof, PLUS accrued and unpaid interest and Liquidated Damages, if any, thereon to the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Purchase Date. The Asset Sale will Offer shall be disregarded for purposes of made in compliance with all applicable laws, including, without limitation, Rule 14e-1 under the 25% limitation specified above: (a) if Exchange Act and any other securities laws and regulations thereunder to the extent such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity laws and its Subsidiaries; (b) if the assets subject to any such Asset Sale regulations are worn out or are no longer useful or necessary applicable in connection with the operation repurchase of the businesses Notes as a result of an Asset Sale, and the Applicable Reporting Entity applicable procedures set forth in Article III hereof and shall include all instructions and materials necessary to enable Holders to tender their Notes. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company or its Subsidiaries; (c) if the assets subject applicable Subsidiary may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the Offer Amount, the Trustee shall select the particular Notes or portions thereof to any be purchased in accordance with Article III hereof. Upon completion of such Asset Sale are being transferred to a Wholly Owned Subsidiary Offer, the amount of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset SaleExcess Proceeds shall be reset at zero.

Asset Sales. Except (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (1) the Company (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 of the assets or Equity Interests issued or sold or otherwise disposed of; provided that this clause (1) shall not apply to an Asset Sale resulting solely from a foreclosure or sale by a third party upon assets or property subject to a Lien not prohibited by this Indenture; (2) where such Fair Market Value exceeds $75.0 million, the Company’s determination of such Fair Market Value is set forth in an Officer’s Certificate delivered to the Trustee for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates); and (3) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash, Cash Equivalents or Replacement Assets or a combination thereof. For purposes of this provision, each of the following shall be deemed to be Cash Equivalents: (A) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet, or would be shown on the Company’s or such Restricted Subsidiary’s balance sheet on the date of such Asset Sale) of the Company or any Restricted Subsidiary (other than Indebtedness that is by its terms subordinated to the Notes or any Note Guarantee and liabilities to the extent owed to the Company or any Affiliate of the Company) that are assumed by the transferee of any such assets pursuant to a written agreement that releases the Company or such Restricted Subsidiary from further liability therefor; (B) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted (including by way of any Monetization Transaction) by the Company or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received in that conversion) within 180 days of such Asset Sale; and (4) within 12 months from the later of (A) the date of such Asset Sale and (B) the receipt of the Net Proceeds from such Asset Sale (as may be extended by an Acceptable Commitment as set forth below, the “Proceeds Application Period”), an amount equal to 100% of such Net Proceeds (the “Applicable Proceeds”) is applied: (A) (I) to the extent such Net Proceeds are from an Asset Sale of Collateral and the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay or purchase the Notes, the 2029 Secured Notes or any Credit Agreement Obligations or Additional First Lien Obligations, including Indebtedness under the Credit Agreement or the 2029 Secured Notes (or any Permitted Refinancing Indebtedness in respect thereof that have Pari Passu Lien Priority); provided that, to the extent the Company redeems, repays or repurchases such Credit Agreement Obligations, 2029 Secured Notes or Additional First Lien Obligations pursuant to this clause, the Company shall equally and ratably reduce the Notes Obligations as provided under Section 3.07, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Disposition Offer) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or (II) to the extent such Net Proceeds are from an Asset Sale of assets or property that do not constitute Collateral, (w) to reduce, prepay, repay or purchase any Indebtedness secured by a Lien on such asset, (x) to reduce, prepay, repay or purchase Credit Agreement Obligations, 2029 Secured Notes, 2029 Unsecured Notes, the Convertible Notes or Additional First Lien Obligations; provided that, to the extent the Company redeems, repays or repurchases such Credit Agreement Obligations, 2029 Secured Notes, 2029 Unsecured Notes, the Convertible Notes or Additional First Lien Obligations pursuant to this clause (x), the Company shall equally and ratably reduce the Notes Obligations as provided under Section 3.07 through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Disposition Offer) to all Holders of Notes to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid, (y) to make an offer (in accordance with the procedures set forth below for an Asset Disposition Offer) to redeem Notes as described under Section 3.07 or purchase Notes through open-market purchases or in privately negotiated transactions, or (z) to reduce, prepay, repay or purchase any other Indebtedness of a Non-Guarantor Subsidiary (in each case, other than Indebtedness owed to a Company or any Restricted Subsidiary); and (B) to the extent the Company or any Restricted Subsidiary elects, to invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary equal to the amount of Net Proceeds received by the Company or another Restricted Subsidiary) within 12 months from the later of (i) the date of such Asset Sale and (ii) the receipt of such Net Proceeds; provided that a binding agreement shall be treated as a permitted application of Net Proceeds from the date of such commitment with the good faith expectation that an amount equal to Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable Commitment”); or (C) any combination of the foregoing; provided that (1) pending the final application of the amount of any such Applicable Proceeds pursuant to this Section 4.10, the Company or the applicable Restricted Subsidiaries may apply such Applicable Proceeds temporarily to reduce Indebtedness (including under the Credit Agreement) or otherwise apply such Applicable Proceeds in any manner not prohibited by this Indenture, and (2) the Company (or any Restricted Subsidiary, as the case may be) may elect to invest in Additional Assets prior to receiving the Applicable Proceeds attributable to any given Asset Sale (provided that such investment shall be made no earlier than the earliest of written notice to the Trustee of the relevant Asset Sale (which notice shall be for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates)), execution of a definitive agreement for the sale relevant Asset Sale, and consummation of assets required the relevant Asset Sale) and deem the amount so invested to be sold applied pursuant to conform and in accordance with governmental requirementsclause (a)(4)(B) above with respect to such Asset Sale. (b) If, with respect to any Asset Sale of Collateral, at the expiration of the Proceeds Application Period with respect to such Asset Sale, there remains Applicable Proceeds in excess of $150,000,000 (such amount of Applicable Proceeds that are equal to $150,000,000, “Declined Collateral Excess Proceeds,” and such amount of Applicable Proceeds that are in excess of $150,000,000, “Collateral Excess Proceeds”), then subject to the limitations with respect to Foreign Dispositions set forth below, the Applicable Reporting EntityCompany shall make an offer (a “Collateral Asset Disposition Offer”) no later than ten Business Days after the expiration of the Proceeds Application Period to all Holders of Notes (with a copy to the Trustee) and, and if required by the terms of any Credit Agreement Obligations, 2029 Secured Notes or Additional First Lien Obligations, to all holders of such Credit Agreement Obligations, the 2029 Secured Notes or Additional First Lien Obligations, to purchase the maximum principal amount of such Notes, Credit Agreement Obligations, 2029 Secured Notes or Additional First Lien Obligations, as appropriate, on a pro rata basis, that may be purchased out of such Collateral Excess Proceeds, if any, at an offer price, in the case of the GuarantorNotes, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25in cash in an amount equal to 100% of the total assets principal amount thereof (or in the event such other Indebtedness was issued with original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, if any (or such lesser price with respect to Credit Agreement Obligations, 2029 Secured Notes or Additional First Lien Obligations, if any, as may be provided by the terms of such other Indebtedness), to, but not including, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture and the agreement governing the Credit Agreement Obligations, 2029 Secured Notes or Additional First Lien Obligations, as applicable, in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. Notices of a Collateral Asset Disposition Offer shall be sent by first class mail or sent electronically, at least 10 days but not more than 60 days before the purchase date to each Holder of the Notes at such Holder’s registered address or otherwise in accordance with the applicable procedures of DTC, with a copy to the Trustee. The Company may satisfy the foregoing obligation with respect to the Applicable Proceeds by making a Collateral Asset Disposition Offer prior to the expiration of the Proceeds Application Period (the “Collateral Advance Offer”) with respect to all or a part of the Applicable Reporting Entity and its Consolidated Subsidiaries Proceeds (the “Collateral Advance Portion”) in advance of being required to do so by this Indenture. (c) To the extent that the aggregate amount (or accreted value, as applicable) of Notes and, if applicable, any other Credit Agreement Obligations, 2029 Secured Notes or Additional First Lien Obligations, as the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; providedcase may be, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out validly tendered or are no longer useful or necessary otherwise surrendered in connection with a Collateral Asset Disposition Offer made with Collateral Excess Proceeds (or, in the operation case of a Collateral Advance Offer, the Collateral Advance Portion) is less than the amount offered in a Collateral Asset Disposition Offer, the Company may include any remaining Collateral Excess Proceeds (or, in the case of a Collateral Advance Offer, the Collateral Advance Portion) in Declined Collateral Excess Proceeds, and use such Declined Collateral Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount (or accreted value, as applicable) of the businesses Notes or, if applicable, Credit Agreement Obligations, 2029 Secured Notes or Additional First Lien Obligations validly tendered pursuant to any Collateral Asset Disposition Offer exceeds the amount of Collateral Excess Proceeds (or, in the case of a Collateral Advance Offer, the Collateral Advance Portion), the Company shall allocate the Collateral Excess Proceeds among the Notes, the Credit Agreement Obligations, the 2029 Secured Notes and the Additional First Lien Obligations to be purchased on a pro rata basis on the basis of the aggregate principal amount (or accreted value, as applicable) of tendered Notes, Credit Agreement Obligations, 2029 Secured Notes and Additional First Lien Obligations; provided that no Notes, Credit Agreement Obligations, 2029 Secured Notes or Additional First Lien Obligations will be selected and purchased in an unauthorized denomination. Upon completion of any Collateral Asset Disposition Offer, the amount of Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; Proceeds and Collateral Excess Proceeds shall be reset at zero. (d) if the proceeds from If, with respect to any such Asset Sale (i) areof assets or property that do not constitute Collateral, within twelve (12) months at the expiration of the Proceeds Application Period with respect to such Asset Sale, invested or reinvested there remains Applicable Proceeds in excess of $150,000,000 (such amount of Applicable Proceeds that are equal to $150,000,000, “Declined Excess Proceeds,” and such amount of Applicable Proceeds that are in excess of $150,000,000, “Excess Proceeds”), then subject to the limitations with respect to Foreign Dispositions set forth below, the Company shall make an offer (an “Asset Disposition Offer”) no later than ten Business Days after the expiration of the Proceeds Application Period to all Holders of Notes and, if required by the Applicable Reporting Entity terms of any Credit Agreement Obligations, 2029 Secured Notes, the 2029 Unsecured Notes, Convertible Notes or Additional First Lien Obligations, to all holders of such Credit Agreement Obligations, 2029 Secured Notes, 2029 Unsecured Notes, Convertible Notes or Additional First Lien Obligations, to purchase the maximum principal amount of such Notes and Credit Agreement Obligations, 2029 Secured Notes, 2029 Unsecured Notes, Convertible Notes or Additional First Lien Obligations, as appropriate, on a pro rata basis, that may be purchased out of such Excess Proceeds, if any, at an offer price, in the case of the Notes, in cash in an amount equal to 100% of the principal amount thereof (or in the event such other Indebtedness was issued with original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest, if any Subsidiary thereof in a Permitted Business(or such lesser price with respect to Credit Agreement Obligations, (ii) are used 2029 Secured Notes, 2029 Unsecured Notes, Convertible Notes and Additional First Lien Obligations, if any, as may be provided by the terms of such other Indebtedness), to, but not including, the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture and the agreement governing the Credit Agreement Obligations, 2029 Secured Notes, 2029 Unsecured Notes, Convertible Notes or Additional First Lien Obligations, as applicable, in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. Notices of an Asset Disposition Offer shall be sent by first class mail or sent electronically, at least 10 days but not more than 60 days before the purchase date to each Holder of the Notes at such Holder’s registered address or otherwise in accordance with the applicable procedures of DTC, with a copy to the Trustee. The Company may satisfy the foregoing obligation with respect to the Applicable Reporting Entity Proceeds by making an Asset Disposition Offer prior to the expiration of the Proceeds Application Period (the “Advance Offer”) with respect to all or any Subsidiary thereof to repay Debt a part of the Applicable Reporting Entity or any Subsidiary thereof, or Proceeds (iiithe “Advance Portion”) are retained in advance of being required to do so by the Applicable Reporting Entity or any Subsidiary thereof; or this Indenture. (e) ifTo the extent that the aggregate amount (or accreted value, prior as applicable) of Notes and, if applicable, any other Credit Agreement Obligations, 2029 Secured Notes, 2029 Unsecured Notes, Convertible Notes or Additional First Lien Obligations validly tendered or otherwise surrendered in connection with an Asset Disposition Offer made with Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion) is less than the amount offered in an Asset Disposition Offer, the Company may include any remaining Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion) in Declined Excess Proceeds, and use such Declined Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount (or accreted value, as applicable) of the Notes or, if applicable, Credit Agreement Obligations, 2029 Secured Notes, 2029 Unsecured Notes, Convertible Notes or Additional First Lien Obligations validly tendered pursuant to any such Asset SaleDisposition Offer exceeds the amount of Excess Proceeds (or, both Rating Agencies confirm in the then-current Borrower’s Applicable Ratings after giving effect case of an Advance Offer, the Advance Portion), the Company shall allocate the Excess Proceeds among the Notes, Credit Agreement Obligations, 2029 Secured Notes, 2029 Unsecured Notes, Convertible Notes and Additional First Lien Obligations to any such Asset Sale.be purchased on a pro rata

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (1) The Company or the Restricted Subsidiary, as the case may be, receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (which shall give effect to the assumption by another Person of any liabilities as provided for in clause (2)(A) of this paragraph and which, in the case of an Asset Sale involving consideration not exceeding $100 million, need not be determined by the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if Board of Directors) of the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25assets or Equity Interests issued or sold or otherwise disposed of; and (2) (x) at least 75% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any consideration received in such Asset Sale is in the ordinary course form of business cash or Cash Equivalents or (y) the Fair Market Value of all forms of consideration other than cash or Cash Equivalents received for all Asset Sales since the Issue Date does not exceed in the aggregate 10% of Consolidated Net Worth of the Applicable Reporting Entity Company at the time each determination is made; provided that any of the following items shall be deemed to be cash and Cash Equivalents for the purposes of this clause (2): (A) the assumption of any liabilities (as shown on the Company’s or the Restricted Subsidiary’s most recent balance sheet) of the Company or any Restricted Subsidiary of the Company (other than liabilities that are by their terms subordinated to Securities issued under this Supplemental Indenture or any Subsidiary Guarantee) by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or the 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 the Restricted Subsidiary into cash or Cash Equivalents within 180 days following their receipt (to the extent of cash or Cash Equivalents received); (C) other assets or rights used or useful in a Permitted Business, including, without limitation, assets or Investments of the nature or type described in clause (13) of the definition of “Permitted Investments” in Section 1.01; and (D) accounts receivable of a business retained by the Company or any of its SubsidiariesRestricted Subsidiaries following the sale of such business; provided, that such accounts receivable are not (i) past due more than 60 days and (ii) do not have a payment date greater than 90 days from the date of the invoice creating such accounts receivable; provided, that any Asset Sale pursuant to a condemnation, appropriation or other similar taking, including by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Lien incurred not in violation of Section 4.05 or exercise by the 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 (1) and (2) of this paragraph. (b) if Within 365 days after the assets subject receipt of any Net Proceeds from an Asset Sale, the Company or the Restricted Subsidiary, as the case may be, may apply such Net Proceeds, at its option: (1) to prepay, repay, purchase, repurchase or redeem any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation Senior Indebtedness of the businesses of the Applicable Reporting Entity Company or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Restricted Subsidiary of the Applicable Reporting EntityCompany; (2) to acquire a controlling interest in another business or all or substantially all of the assets or operating line of another business, in each case engaged in a Permitted Business; (3) to make capital expenditures; or (d4) if to acquire other non-current assets to be used in a Permitted Business, including, without limitation, assets or Investments of the proceeds from any such Asset Sale nature or type described in clause (i13) areof the definition of “Permitted Investments” in Section 1.01; provided that the Company or the applicable Restricted Subsidiary will be deemed to have complied with clause (2) or (3) of this Section 4.07(b) if, within twelve (12) months 365 days of such Asset Sale, the Company or such Restricted Subsidiary shall have commenced and not completed or abandoned an expenditure or Investment, or entered into a binding agreement with respect to an expenditure or Investment, in compliance with such clause (2) or (3), and that expenditure or Investment is substantially completed within a date one year and six months after the date of such Asset Sale. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Indebtedness under any Credit Facility or otherwise expend or invest such Net Proceeds in any manner that is not prohibited by this Supplemental Indenture. Any Net Proceeds from Asset Sales described in this paragraph that are not applied or invested or reinvested by as provided in the Applicable Reporting Entity or first sentence of this paragraph shall be deemed to constitute “Excess Asset Sale Proceeds.” (c) When the aggregate amount of Excess Asset Sale Proceeds exceeds $30 million, the Company shall make an offer to the Holders of Securities and the holders of any Subsidiary thereof other Senior Indebtedness that is subject to requirements with respect to the application of net proceeds from asset sales that are substantially similar to those contained in this Section 4.07 (an “Asset Sale Offer”) to purchase on a Permitted Business, pro rata basis (ii) are used by with the Applicable Reporting Entity or any Subsidiary thereof to repay Debt Excess Asset Sale Proceeds prorated between the Holders of the Applicable Reporting Entity Securities and such holders of such other Senior Indebtedness based upon outstanding aggregate principal amounts) the maximum principal amount of the Securities and such other Senior Indebtedness that may be purchased or prepaid, as applicable, out of the prorated Excess Asset Sale Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof (or accreted amount in the case of any Subsidiary thereofSenior Indebtedness issued with original issue discount) plus accrued and unpaid interest thereon to the date of purchase (the “Asset Sale Payment”), in accordance with the procedures set forth in this Section 4.07. To the extent that the aggregate principal amount of Securities and other Senior Indebtedness tendered (and electing to be redeemed or repaid, as applicable) pursuant to an Asset Sale Offer is less than the Excess Asset Sale Proceeds, the Company and its Restricted Subsidiaries may use any remaining Excess Asset Sale Proceeds for general corporate purposes and any other purpose not prohibited by this Supplemental Indenture. If the aggregate principal amount of the Securities and such other Senior Indebtedness surrendered by holders thereof exceeds the amount of the prorated Excess Asset Sale Proceeds, the Company shall select the Securities and such other Senior Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Asset Sale Proceeds shall be reset at zero. (iiid) are retained When the Company becomes obligated to make an Asset Sale Offer, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Asset Sale and offering to repurchase Securities on the date (the “Asset Sale Payment Date”) specified in such notice, which date will be no earlier than 30 days nor later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Applicable Reporting Entity or any Subsidiary thereof; or this Supplemental Indenture and described in such notice. (e) ifOn the Asset Sale Payment Date, prior the Company will, to any such the extent lawful: (1) accept for payment all Securities or portions thereof properly tendered pursuant to the Asset SaleSale Offer, both Rating Agencies confirm subject to proration based on the then-current Borrower’s Applicable Ratings amount of Excess Asset Sale Proceeds pursuant to clause (c) above of this Section 4.07; (2) deposit with the Paying Agent an amount equal to the amount of Excess Asset Sale Proceeds that, after giving effect to proration with holders of other Senior Indebtedness pursuant to clause (c) above of this Section 4.07, is allocable to the Securities or portions thereof so tendered (or, if less, the aggregate Asset Sale Payment for all Securities validly tendered and not withdrawn); and (3) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions thereof being purchased by the Company. (f) The Paying Agent will promptly mail (or cause to be transferred through the facilities of the Depositary) to each Holder of Securities so tendered and not withdrawn and accepted for payment in accordance with this Section 4.07, the Asset Sale Payment for such tendered Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Security equal in principal amount to any unpurchased portion of the Securities surrendered, if any, by such Asset SaleHolder; provided that each such new Security will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

Asset Sales. Except for (a) The Company will not, and will not permit any of the sale Restricted Subsidiaries to, consummate an Asset Sale 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 required sold or otherwise disposed of; (2) 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 Parent’s, the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto), of the Company or any of its Restricted Subsidiaries (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets shall be deemed to be sold cash for purposes of this clause (2); and (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 (to conform with governmental requirementsthe extent of the cash received) within 180 days following the closing of such Asset Sale shall be deemed to be cash for purposes of this clause (2); and (3) upon the consummation of an Asset Sale, the Applicable Reporting EntityCompany shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 360 days after receipt thereof either to: (A) repay Senior Debt or Guarantor Senior Debt or, in the case of an Asset Sale by a Restricted Subsidiary that is not a Guarantor, to repay Indebtedness of such Restricted Subsidiary and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly permanently reduce commitments with respect thereto, (B) acquire Replacement Assets, or (C) a combination of prepayment and acquisition permitted by the foregoing clauses (3)(A) and (3)(B). (b) On the 361st 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 (3)(A), (3)(B) and (3)(C) of Section 4.06(a) (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 (3)(A), (3)(B) and (3)(C) of the preceding paragraph (each a “Net Proceeds Offer Amount”) shall be applied by the Issuers to make an offer to purchase (the “Net Proceeds Offer”) to all Holders and, to the extent required by the terms of any Pari Passu Debt, an offer to purchase to all holders of such Pari Passu Debt, 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 such Pari Passu Debt) on a pro rata basis, that principal amount of Notes (and Pari Passu Debt) equal to 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, if any, thereon to the date of purchase (and in the case of Pari Passu Debt, the Guarantorredemption price for such Pari Passu Debt set forth in the related documentation governing such Indebtedness, its Material Subsidiaries, shall not consummate any Asset Saleplus accrued and unpaid interest, if any, thereon to the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarterpurchase); provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary, 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) or Cash Equivalents, then such conversion or disposition shall be deemed to constitute an Asset Sale will hereunder and the Net Cash Proceeds thereof shall be disregarded applied in accordance with this Section 4.06. (c) The Issuers may defer the Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 million resulting from one or more Asset Sales or deemed Asset Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not just the amount in excess of $10.0 million, shall be applied as required pursuant to this paragraph). Pending the final application of any Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by this Indenture. The first such date the aggregate unutilized Net Proceeds Offer Amount is equal to or in excess of $10.0 million shall be treated for this purpose as the Net Proceeds Offer Trigger Date. (d) In the event of the transfer of substantially all (but not all) of the property and assets of the Company and the Restricted Subsidiaries as an entirety to a Person in a transaction permitted under Article 6 which transaction does not constitute a Change of Control, the successor corporation shall be deemed to have sold the properties and assets of the Company and the Restricted Subsidiaries not so transferred for purposes of this Section 4.06, and shall comply with the 25% limitation specified above: (a) provisions of this Section 4.06 with respect to such deemed sale as if any it were an Asset Sale. In addition, the Fair Market Value of such Asset Sale is in the ordinary course of business properties and assets of the Applicable Reporting Entity Company or the Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for purposes of this Section 4.06. (e) 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 its Subsidiaries; shall comply with the procedures set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 principal amount at maturity in exchange for cash. If any proceeds remain after consummation of the purchase of all properly tendered and not withdrawn Notes pursuant to a Net Proceeds Offer, the Company may use such remaining proceeds for any purpose not otherwise prohibited by this Indenture. To the extent Holders properly tender Notes and holders of Pari Passu Debt properly tender such Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes and Pari Passu Debt will be purchased on a pro rata basis based on aggregate amounts of Notes and Pari Passu Debt tendered. A Net Proceeds Offer shall remain open for a period of 20 Business Days or such longer period as may be required by law. Upon completion of each Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. (bf) if The Issuers will comply with the assets subject requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to any the extent such Asset Sale laws and regulations are worn out or are no longer useful or necessary applicable in connection with the operation repurchase of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred Notes pursuant to a Wholly Owned Subsidiary Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.06, the Applicable Reporting Entity; (d) if Issuers shall comply with the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.06 by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary virtue thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Sale.

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting EntityThe Company shall not, and in the case of the Guarantor, its Material Subsidiaries, shall not permit any of its Subsidiaries to, directly or indirectly, consummate any Asset Sale, if Sale unless: (a) the aggregate net book value Company or such Subsidiary receives consideration at the time of all such Asset Sales consummated during Sale at least equal to the four calendar quarters immediately preceding any date Fair Market Value of determination would exceed 25the Property subject to such Asset Sale; (b) at least 75% of the total assets of consideration paid to the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any Company or such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any Subsidiary in connection with such Asset Sale is in the ordinary course form of business cash or Cash Equivalents or the assumption by the purchaser of liabilities of the Applicable Reporting Entity Company or any of its Subsidiaries (other than contingent liabilities or liabilities that are by their terms subordinated to the Notes or the applicable Guarantee) as a result of which the Company and its SubsidiariesSubsidiaries are no longer obligated with respect to such liabilities; and (bc) if the assets subject Company delivers an Officers’ Certificate to any the Trustee certifying that such Asset Sale are worn out or are no longer useful or necessary in connection complies with the operation foregoing clauses (a) and (b). The Net Available Cash (or any portion thereof) from Asset Sales may be applied by the Company or any of the businesses of the Applicable Reporting Entity or its Subsidiaries; , to the extent the Company or such Subsidiary elects (cor is required by the terms of any Debt) if the assets subject to reinvest in Additional Assets (including by means of an Investment in Additional Assets by any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if Company with Net Available Cash received by the proceeds Company or another Subsidiary of the Company). Any Net Available Cash from any such an Asset Sale (i) are, not applied in accordance with the preceding paragraph within twelve (12) months 120 days from the date of the receipt of such Net Available Cash shall constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $5.0 million (taking into account income earned on such Excess Proceeds, if any), the Company will be required to make an offer to repurchase (the “Asset SaleSale Offer”) the Notes, invested which offer shall be in the amount of the Allocable Excess Proceeds (rounded to the nearest RMB1.0 million), on a pro rata basis according to principal amount, at a purchase price equal to 105% of the principal amount thereof, plus accrued and unpaid interest if any to the Purchase Date (subject to the right of holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 3.06. To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and provided that all holders of Notes have been given the opportunity to tender their Notes for repurchase in accordance with Section 3.06, the Company or reinvested by such Subsidiary may use such remaining amount first to Repay the Applicable Reporting Entity Credit Facilities or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay other Senior Debt of the Applicable Reporting Entity Company or any Subsidiary thereof, Guarantor or (iii) are retained by the Applicable Reporting Entity or Debt of any Subsidiary thereof; or of the Company that is not a Guarantor (e) ifexcluding, prior to in any such Asset Salecase, both Rating Agencies confirm any Debt owed to the then-current Borrower’s Applicable Ratings after giving effect Company or an Affiliate of the Company), and only thereafter, for any purpose permitted by this Indenture, and the amount of Excess Proceeds will be reset to any such Asset Salezero.

Asset Sales. Except Neither any Borrower nor any other Obligor shall sell, transfer or otherwise dispose of any Borrowing Base Property (except as the result of a condemnation or casualty and except for the sale granting of assets required Permitted Liens) unless there shall have been delivered to the Lenders (a) a statement that no Default or Event of Default exists or will exist after giving effect to such sale, transfer or other disposition, (b) a PRO FORMA Compliance Certificate demonstrating that the REIT and the Borrowers will be sold in compliance with their covenants referred to conform with governmental requirementstherein after giving effect to such sale, transfer or other disposition and the Applicable Reporting Entityapplication of the proceeds thereof and (c) the computation of the Borrowing Base Availability after giving effect to such sale, transfer or other disposition and the application of the proceeds thereof. In the event that after giving effect to any sale, transfer or other disposition of Real Estate by the Borrowers or any other Obligor the sum of the outstanding principal amount of the Loans plus the Letter of Credit Exposure shall exceed the Borrowing Base Availability, then the proceeds (net of customary broker fees and other transaction costs and, in the case of assets other than Borrowing Base Properties, net of any debt secured by a lien thereon) of such sale, transfer or disposition shall be applied first to the Guarantorreduction of the Loans and the cash collateralization of any Letter of Credit Exposure in the order prescribed in Section 3.2 before being applied to any other purposes of the REIT or the Borrowers. In any period of four consecutive fiscal quarters the aggregate Capitalized Value of the Borrowing Base Property sold, its Material Subsidiaries, transferred or disposed of by the Borrowers and the other Obligors shall not consummate any Asset Sale, if exceed the sum of (i) fifteen percent (15%) of the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% Capitalized Value of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries Borrowing Base Property as of the beginning first day of such period plus (ii) the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that aggregate Capitalized Value attributable to Borrowing Base Properties acquired after the first day of such period. The provisions of this Section 8.9 shall not apply to or restrict the transfer of a Borrowing Base Property from a Borrower or from any such Asset Sale will be disregarded for purposes other Wholly Owned Subsidiary which is a Subsidiary of the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject a Borrower to any such Asset Sale are worn out a Borrower or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary which is a Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Sale.

Asset Sales. Except (a) The Issuer shall not, and shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless: (i) the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii) at least 75% of the consideration for such Asset Sale, together with all other Asset Sales since the Issue Date (on a cumulative basis) is in the form of cash, Cash Equivalents, Replacement Assets or a combination thereof. For purposes of this clause (ii), each of the following will be deemed to be cash: (A) any liabilities, as recorded on the balance sheet of the Issuer or any Restricted Subsidiary (other than contingent liabilities or liabilities that are by their terms subordinated to the Notes or the Notes Guarantees), that are assumed by the transferee of any such assets and as a result of which the Issuer and its Restricted Subsidiaries are no longer obligated with respect to such liabilities or are indemnified against further liabilities; (B) any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of the Asset Sale, to the extent of the cash or Cash Equivalents received in that conversion; (C) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that the Issuer and each other Restricted Subsidiary are released from any Guarantee of such Indebtedness in connection with such Asset Sale; (D) consideration consisting of Indebtedness of the Issuer or any Guarantor (other than Indebtedness subordinated to the Notes or the Notes Guarantees) received from Persons who are not the Issuer or any Restricted Subsidiary; and (E) consideration other than cash, Cash Equivalents or Replacement Assets received by the Issuer or any Restricted Subsidiary in such Asset Sale with a Fair Market Value, taken together with all other consideration received pursuant to this clause (i)(E) that is at the time outstanding, not to exceed the greater of (i) $10.0 million and (ii) 1.0% of Total Tangible Assets at the time of the receipt of such consideration, with the Fair Market Value of each item of such consideration being measured at the time received and without giving effect to subsequent changes in value. (b) Within 450 days after the receipt of any Net Proceeds from an Asset Sale, or an Event of Loss, the Issuer (or the applicable Restricted Subsidiary, as the case may be) may apply such Net Proceeds in any combination of the following: (i) to purchase the Notes pursuant to an offer to all Holders at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of purchase (a “Notes Offer”); (ii) upon the sale of assets required that do not constitute Collateral, to be sold acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business; provided that after giving effect to conform with governmental requirementsany such acquisition of Capital Stock, the Applicable Reporting EntityPermitted Business is or becomes a Restricted Subsidiary; (iii) upon the sale of assets that do not constitute Collateral, and to make capital expenditures; (iv) upon the sale of assets that do not constitute Collateral to acquire other assets (other than Capital Stock) not classified as current assets under GAAP that are used or useful in the case of the Guarantora Permitted Business; (v) to repurchase, its Material Subsidiariesprepay, shall not consummate redeem or repay any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarterPari Passu Debt; provided, however, that if the Issuer or a Restricted Subsidiary shall so repurchase, prepay, redeem, or repay Pari Passu Debt pursuant to this clause (v), the Issuer will make a Notes Offer for an aggregate principal amount of Notes at least equal to the proportion that (x) the total aggregate principal amount of Notes outstanding bears to (y) the sum of the total aggregate principal amount of Notes outstanding plus the total aggregate principal amount outstanding of such Pari Passu Debt; provided, further, that the Issuer shall be deemed to have satisfied its obligation to make a Notes Offer if it otherwise equally and ratably reduces obligations under the Notes through (x) open market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or (y) as provided under Sections 3.06 or Section 3.09; (vi) upon the sale of assets that do not constitute Collateral, (a) to permanently reduce or repay secured Indebtedness and to correspondingly reduce any outstanding commitments with respect thereto, (b) to repurchase, prepay, redeem or repay Indebtedness of a Restricted Subsidiary which is not the Issuer or a Guarantor, or Indebtedness of the Issuer or any Guarantor that is secured by a Lien on such assets or (c) to repurchase, prepay, redeem or repay Indebtedness of the Issuer or a Guarantor which is pari passu in right of payment with the Notes or any Note Guarantee; or (vii) to enter into a binding commitment to apply the Net Proceeds pursuant to clause (ii), (iii) or (iv) of this Section 4.09(b); provided that such binding commitment (or any subsequent commitments replacing the initial commitment that may be cancelled or terminated) shall be treated as a permitted application of the Net Proceeds from the date of such commitment until the earlier of (x) the date on which such acquisition or expenditure is consummated and (y) the 180th day following the expiration of the aforementioned 450-day period. Pending the final application of any Net Proceeds from an Asset Sale or Event of Loss, the Issuer (or the applicable Restricted Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture. (c) Any Net Proceeds from an Asset Sale or Event of Loss that are not applied or invested as provided in Section 4.09(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Notes as described in Section 4.09(b)(i) or (v) above shall be deemed to have been invested whether or not such Notes Offer is accepted) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $30.0 million, within ten Business Days thereof, the Issuer will make an offer (an “Asset Sale Offer”) to all Holders of Notes and, if required by the terms of any Pari Passu Debt, to all holders of such Pari Passu Debt with respect to offers to purchase, prepay or redeem with the proceeds of sales of assets, to purchase, prepay or redeem the maximum principal amount of Notes and such other Pari Passu Debt (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price for the Notes in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Additional Amounts, if any (or, in respect of such Pari Passu Debt, such other price, if any, as may be provided for by the terms of such Pari Passu Debt), to, but not including, the date of purchase, prepayment or redemption, subject to the rights of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer or the applicable Restricted Subsidiary may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other Pari Passu Debt tendered into (or to be prepaid or redeemed in connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, or if the aggregate amount of Notes tendered pursuant to a Notes Offer exceeds the amount of the Net Proceeds so applied, the Issuer will select the Notes and such other Pari Passu Debt, if applicable, to be purchased on a pro rata basis (or in the manner provided in Section 3.03), based on the amounts tendered or required to be prepaid or redeemed. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be disregarded for purposes reset at zero. The Issuer or the applicable Restricted Subsidiary may satisfy the foregoing obligations with respect to any Net Proceeds from an Asset Sale or Event of Loss by making an Asset Sale Offer with respect to such Net Proceeds prior to the expiration of the 25% limitation specified relevant 450 days (or such longer period provided above: ) or with respect to Excess Proceeds of $30.0 million or less. (ad) if The Issuer shall comply with the requirements of Rule 14e-1 under the U.S. Exchange Act and any such Asset Sale is in other applicable securities laws and regulations to the ordinary course of business of the Applicable Reporting Entity extent those laws and its Subsidiaries; (b) if the assets subject to any such Asset Sale regulations are worn out or are no longer useful or necessary applicable in connection with the operation each repurchase of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject Notes pursuant to any such an Asset Sale are being transferred to Offer or a Wholly Owned Subsidiary Notes Offer. To the extent that the provisions of any securities laws or regulations conflict with the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) areOffer or Notes Offer provisions of this Indenture, within twelve (12) months the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale Offer or Notes Offer provisions of this Indenture by virtue of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Salecompliance.

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (1) The Company or the Restricted Subsidiary, as the case may be, receives consideration at the time of the Asset Sale at least equal to the Fair Market Value (which shall give effect to the assumption by another Person of any liabilities as provided for in clause (2)(A) of this paragraph and which, in the case of an Asset Sale involving consideration not exceeding $100 million, need not be determined by the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if Board of Directors) of the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25assets or Equity Interests issued or sold or otherwise disposed of; and (2) (x) at least 75% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any consideration received in such Asset Sale is in the ordinary course form of business cash or Cash Equivalents or (y) the Fair Market Value of all forms of consideration other than cash or Cash Equivalents received for all Asset Sales since the Issue Date does not exceed in the aggregate 10% of Consolidated Net Worth of the Applicable Reporting Entity Company at the time each determination is made; provided that any of the following items shall be deemed to be cash and Cash Equivalents for the purposes of this clause (2): (A) the assumption of any liabilities (as shown on the Company’s or the Restricted Subsidiary’s most recent balance sheet) of the Company or any Restricted Subsidiary of the Company (other than liabilities that are by their terms subordinated to Securities issued under this Supplemental Indenture or any Subsidiary Guarantee) by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or the 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 the Restricted Subsidiary into cash or Cash Equivalents within 180 days following their receipt (to the extent of cash or Cash Equivalents received); (C) other assets or rights used or useful in a Permitted Business, including, without limitation, assets or Investments of the nature or type described in clause (13) of the definition of “Permitted Investments” in Section 1.01; and (D) accounts receivable of a business retained by the Company or any of its SubsidiariesRestricted Subsidiaries following the sale of such business; provided, that such accounts receivable are not (i) past due more than 60 days and (ii) do not have a payment date greater than 90 days from the date of the invoice creating such accounts receivable; provided, that any Asset Sale pursuant to a condemnation, appropriation or other similar taking, including by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Lien incurred not in violation of Section 4.05 or exercise by the 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 (1) and (2) of this paragraph. (b) if Within 365 days after the assets subject receipt of any Net Proceeds from an Asset Sale, the Company or the Restricted Subsidiary, as the case may be, may apply such Net Proceeds, at its option: (1) to prepay, repay, purchase, repurchase or redeem any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation Senior Indebtedness of the businesses of the Applicable Reporting Entity Company or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Restricted Subsidiary of the Applicable Reporting EntityCompany; (2) to acquire a controlling interest in another business or all or substantially all of the assets or operating line of another business, in each case engaged in a Permitted Business; (3) to make capital expenditures; or (d4) if to acquire other non-current assets to be used in a Permitted Business, including, without limitation, assets or Investments of the proceeds from any such Asset Sale nature or type described in clause (i13) areof the definition of “Permitted Investments” in Section 1.01; provided that the Company or the applicable Restricted Subsidiary will be deemed to have complied with clause (2) or (3) of this sentence if, within twelve (12) months 365 days of such Asset Sale, the Company or such Restricted Subsidiary shall have commenced and not completed or abandoned an expenditure or Investment, or entered into a binding agreement with respect to an expenditure or Investment, in compliance with clause (2) or (3), and that expenditure or Investment is substantially completed within a date one year and six months after the date of such Asset Sale. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Indebtedness under any Credit Facility or otherwise expend or invest such Net Proceeds in any manner that is not prohibited by this Supplemental Indenture. Any Net Proceeds from Asset Sales described in this paragraph that are not applied or invested or reinvested by as provided in the Applicable Reporting Entity or first sentence of this paragraph shall be deemed to constitute “Excess Asset Sale Proceeds.” (c) When the aggregate amount of Excess Asset Sale Proceeds exceeds $30 million, the Company shall make an offer to the Holders of Securities and the holders of any Subsidiary thereof other Senior Indebtedness that is subject to requirements with respect to the application of net proceeds from asset sales that are substantially similar to those contained in this Section 4.07 (an “Asset Sale Offer”) to purchase on a Permitted Business, pro rata basis (ii) are used by with the Applicable Reporting Entity or any Subsidiary thereof to repay Debt Excess Asset Sale Proceeds prorated between the Holders of the Applicable Reporting Entity Securities and such holders of such other Senior Indebtedness based upon outstanding aggregate principal amounts) the maximum principal amount of the Securities and such other Senior Indebtedness that may be purchased or prepaid, as applicable, out of the prorated Excess Asset Sale Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof (or accreted amount in the case of any Subsidiary thereofSenior Indebtedness issued with original issue discount) plus accrued and unpaid interest thereon to the date of purchase (the “Asset Sale Payment”), in accordance with the procedures set forth in this Section 4.07. To the extent that the aggregate principal amount of Securities and other Senior Indebtedness tendered (and electing to be redeemed or repaid, as applicable) pursuant to an Asset Sale Offer is less than the Excess Asset Sale Proceeds, the Company and its Restricted Subsidiaries may use any remaining Excess Asset Sale Proceeds for general corporate purposes and any other purpose not prohibited by this Supplemental Indenture. If the aggregate principal amount of the Securities and such other Senior Indebtedness surrendered by holders thereof exceeds the amount of the prorated Excess Asset Sale Proceeds, the Company shall select the Securities and such other Senior Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess Asset Sale Proceeds shall be reset at zero. (iiid) are retained When the Company becomes obligated to make an Asset Sale Offer, the Company will mail a notice to each Holder describing the transaction or transactions that constitute the Asset Sale and offering to repurchase Securities on the date (the “Asset Sale Payment Date”) specified in such notice, which date will be no earlier than 30 days nor later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Applicable Reporting Entity or any Subsidiary thereof; or this Supplemental Indenture and described in such notice. (e) ifOn the Asset Sale Payment Date, prior the Company will, to any such the extent lawful: (1) accept for payment all Securities or portions thereof properly tendered pursuant to the Asset SaleSale Offer, both Rating Agencies confirm subject to proration based on the then-current Borrower’s Applicable Ratings amount of Excess Asset Sale Proceeds pursuant to clause (c) above of this Section 4.07; (2) deposit with the Paying Agent an amount equal to the amount of Excess Asset Sale Proceeds that, after giving effect to proration with holders of other Senior Indebtedness pursuant to clause (c) above of this Section 4.07, is allocable to the Securities or portions thereof so tendered (or, if less, the aggregate Asset Sale Payment for all Securities validly tendered and not withdrawn); and (3) deliver or cause to be delivered to the Trustee the Securities so accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions thereof being purchased by the Company. (f) The Paying Agent will promptly mail (or cause to be transferred through the facilities of the Depositary) to each Holder of Securities so tendered and not withdrawn and accepted for payment in accordance with this Section 4.07, the Asset Sale Payment for such tendered Securities, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Security equal in principal amount to any unpurchased portion of the Securities surrendered, if any, by such Asset SaleHolder; provided that each such new Security will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

Asset Sales. Except for The Company shall not, and shall not permit any of its Restricted Subsidiaries to consummate an Asset Sale unless: (i) the sale Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets required or Equity Interests issued or sold or otherwise disposed of; and (ii) 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. For purposes of clause (ii) of the preceding paragraph, each of the following will be deemed to be sold cash: (a) any liabilities, as shown on the Company's or such Restricted Subsidiary's most recent balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to conform the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets and the lender releases the Company or such Restricted Subsidiary from further liability; and (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion. The 75% limitation referred to in clause (ii) of the first paragraph of this Section 4.10 shall not apply to any Asset Sale to which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance subclauses (a) and (b) of the preceding paragraph, is equal to or greater than what the after-tax proceeds would have been had that Asset Sale complied with governmental requirementsthe aforementioned 75% limitation. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Applicable Reporting EntityCompany or the Restricted Subsidiary, as the case may be, may apply an amount equal to such Net Proceeds at its option: (1) to repay any Senior Debt of the Company or any of its Restricted Subsidiaries; (2) to acquire (or enter into a binding agreement to acquire, provided that such commitment shall be 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) the assets of, or a majority of the Voting Stock of, a Permitted Business or the minority interest in any Restricted Subsidiary; (3) to make a capital expenditure, provided that to the extent the Company has made capital expenditures since the date of the Indenture and those capital expenditures are still useful in the Company's business after such Asset Sale, such capital expenditures shall be deemed to have been made during the applicable 365 day period; or (4) to acquire (or enter into a binding agreement to acquire, PROVIDED that such commitment shall be 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) other long-term assets that are used or useful in a Permitted Business. If an amount equal to the Net Proceeds from Asset Sales is not applied or invested as provided in the preceding paragraph such amount will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall make an offer to holders of the Notes (and to holders of other Senior Subordinated Indebtedness of the Company designated by the Company) to purchase Notes (and such other Senior Subordinated Indebtedness of the Company) pursuant to and subject to the conditions contained in this Indenture (the "Asset Sale Offer"). MacDermid shall purchase Notes tendered pursuant to the Asset Sale Offer at a purchase price of 100% of their principal amount (or, in the event such other Senior Subordinated Indebtedness of the Company was issued with significant original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other Senior Subordinated Indebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Senior Subordinated Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in this Indenture (the "Asset Sale Offer Price"). If the aggregate purchase price of the securities tendered exceeds the Net Proceeds allotted to their purchase, the Company will select the securities to be purchased on a pro rata basis but in round denominations, which in the case of the Guarantor, its Material Subsidiaries, shall not consummate Notes will be denominations of $1,000 principal amount or multiples thereof. If any Asset Sale, if the aggregate net book value Excess Proceeds remain after consummation of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be disregarded for purposes reset at zero. MacDermid shall comply with the requirements of Rule 14e-1 under the 25% limitation specified above: (a) if Exchange Act and any such Asset Sale is in other securities laws and regulations thereunder to the ordinary course of business of the Applicable Reporting Entity extent those laws and its Subsidiaries; (b) if the assets subject to any such Asset Sale regulations are worn out or are no longer useful or necessary applicable in connection with the operation each repurchase of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject Notes pursuant to any such an Asset Sale are being transferred Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture relating to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such an Asset Sale (i) areOffer, within twelve (12) months the Company shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Saleconflict.

Asset Sales. Except for The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the sale Company (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 of the assets required or Equity Interests sold or otherwise disposed of (evidenced by a resolution of the Board of Directors of such entity set forth in an Officers' Certificate delivered to the Trustee) and (ii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary from such Asset Sale, plus all other Asset Sales since the date hereof, on a cumulative basis, is in the form of cash, Cash Equivalents, properties and capital assets to be sold 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 conform with governmental requirementsbe used in the Oil and Gas Business of the Company or its Restricted Subsidiaries, or any combination thereof (collectively the "Cash Consideration" ); provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) 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 (y) any non Cash Consideration received by the Company or any such Restricted Subsidiary from such transferee that are converted into cash by the Company or such Restricted Subsidiary within 90 days after such Asset Sale, shall be deemed to be cash for purposes of this provision to the extent of the cash received. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Applicable Reporting EntityCompany (or the Restricted Subsidiary, and as applicable) may apply, or enter into binding contracts (subject only to obtaining required governmental approvals) irrevocably committing the Company or such Restricted Subsidiary to apply, such Net Proceeds to an investment in another business, the making of a capital expenditure or the acquisition of other tangible assets, in each case in the case Oil and Gas Business, or the Company (or the Restricted Subsidiary, as applicable) may apply such Net Proceeds to the permanent reduction of Senior Debt. Any Net Proceeds from Asset Sales that are not applied or invested or committed to be applied or invested, as provided in the Guarantor, its Material Subsidiaries, shall not consummate any preceding sentence of this paragraph will be deemed to constitute "Excess Proceeds." On the 361st day after an Asset Sale, if the aggregate net book value amount of Excess Proceeds exceeds $10.0 million, the Company will be required to make an offer to all Holders of 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 Notes and any such Asset Sales consummated during Pari Passu Indebtedness to which the four calendar quarters immediately preceding any date asset sale offer applies that may be purchased out of determination would exceed 25the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the total assets principal amount thereof plus accrued and unpaid interest and, with respect to the Notes or similar securities, Liquidated Damages or comparable amounts in the case of similar securities, if any, thereon to the date of purchase, in accordance with the procedures set forth in Section 3.10 hereof or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn 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 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 Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the Applicable Reporting Entity aggregate principal amount of tendered Notes and its Consolidated Subsidiaries as Pari Passu Indebtedness. Upon completion of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will Offer, the amount of Excess Proceeds shall be disregarded for purposes reset at zero. The Company shall comply with the requirements of Rule 14e-1 under the 25% limitation specified above: (a) if Exchange Act and any other securities laws and regulations thereunder to the extent such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale laws or regulations are worn out or are no longer useful or necessary applicable in connection with the operation repurchase of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject Notes pursuant to any such an Asset Sale are being transferred Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations and shall not be deemed to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested have breached its obligations described in this Indenture by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary virtue thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Sale.

Asset Sales. Except for The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (1) the sale Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets required or Equity Interests issued or sold or otherwise disposed of; (2) the fair market value is determined by the Company's Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (3) 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. For purposes of this provision, each of the following shall be deemed to be sold cash: (A) any liabilities, as shown on the Company's most recent consolidated balance sheet, of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to conform the Notes or any Subsidiary Guarantee) 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 any such Restricted Subsidiary from such transferee that are converted within 90 days by the Company or such Restricted Subsidiary into cash or Cash Equivalents, to the extent of the cash or Cash Equivalents received in that conversion. The 75% limitation referred to in clause (3) above will not apply to any Asset Sale in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with governmental requirementsthe preceding provision, 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, the Applicable Reporting EntityCompany or any Restricted Subsidiary will be permitted to consummate an Asset Sale without complying with the foregoing if: (1) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or other property sold, issued or otherwise disposed of; (2) the fair market value is determined by the Company's Board of Directors and is evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate to the Trustee; and (3) at least 75% (or 50% in the case of the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value sale of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets Capital Stock owned by the Company of WAND (TV) Partnership) of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any consideration for such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to constitutes a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof controlling interest in a Permitted Business, assets used or useful in a Permitted Business and/or cash; provided that any cash (iiother than any amount deemed cash under this Section 4.10(3)(A)) are used received by the Applicable Reporting Entity Company or such Restricted Subsidiary in connection with any Subsidiary thereof Asset Sale permitted to repay Debt be consummated under this paragraph shall constitute Net Proceeds subject to the provisions of the Applicable Reporting Entity or next paragraph. Within 365 days after the receipt of any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Net Proceeds from an Asset Sale, both Rating Agencies confirm the thenCompany may apply those Net Proceeds at its option: (1) to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (2) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business; (3) to make capital expenditures; or (4) to acquire other non-current Borrower’s Applicable Ratings assets that are used or useful in a Permitted Business. Pending the final application of any Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the 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 will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, within five days thereof the Company will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets in accordance with Section 3.09 hereof to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after giving effect to consummation of an Asset Sale Offer, the Company may use those Excess Proceeds 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 SaleSale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of the Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, 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 those laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 or 4.10 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 those provisions of this Indenture by virtue of such conflict.

Asset Sales. Except (a) For so long as any Senior Loan Obligations or any Permitted Refinancing Indebtedness thereof remains outstanding or any commitment to provide any Senior Loans shall exist, the Company shall, and shall cause its Restricted Subsidiaries to, comply with the covenants governing the consummation of Asset Sales contained in the Senior Loan Documents (as the same may be amended, restated, supplemented, replaced, refinanced or modified from time to time or waived or consented to in writing) or any corresponding provisions contained in the credit agreement or facility governing the Permitted Refinancing Indebtedness (as applicable). (b) From and after the date of a Covenant Trigger Event: (1) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly consummate an Asset Sale unless: (A) the Company (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 of the assets or Equity Interests issued or sold or otherwise disposed of; and (B) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash, Cash Equivalents or Replacement Assets or a combination of both. For purposes of this Section 4.10(b)(1)(B), each of the following shall be deemed to be cash: (i) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities, Indebtedness that is by its terms subordinated to the Notes or any Note Guarantee and liabilities to the extent owed to the Company or any Restricted Subsidiary of the Company) that are assumed by the transferee of any such assets or Equity Interests pursuant to a written assignment and assumption agreement that releases the Company or such Restricted Subsidiary from further liability therefor; (ii) 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 Equivalents or Replacement Assets within 180 days of the receipt thereof (to the extent of the Cash Equivalents or Replacement Assets received in that conversion); (iii) any Designated 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 Noncash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed $25 million (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value). (2) Within 365 days after the receipt by the Company or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale (whether or not occurring after the Covenant Trigger Event), the Company or such Restricted Subsidiary may apply such Net Proceeds at its option: (A) to purchase Replacement Assets; (B) to make Restricted Payments to the extent permitted under Section 4.07 hereof; or (C) to make Permitted Investments. Pending the final application of any such Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. (3) Notwithstanding the foregoing, in the cases of clause (A) of subparagraph (b)(2) of this Section 4.10, the Company (or the applicable Restricted Subsidiary, as the case may be) will be deemed to have complied with its obligations if it enters into a binding written commitment to acquire Replacement Assets prior to 365 days after the receipt of the applicable Net Proceeds; provided, that such binding commitment will be subject only to customary conditions and such acquisition is completed within 135 days following the expiration of the aforementioned 365-day period. If the acquisition contemplated by such binding commitment is not consummated on or before 135th day, and the Company (or the applicable Restricted Subsidiary, as the case may be) has not applied the Net Proceeds for another purpose permitted by the sale applicable preceding paragraph on or before such 135th day, such commitment shall be deemed not to have been a permitted application of assets Net Proceeds. (4) Any Net Proceeds from Asset Sales that are not applied or invested as provided in Section 4.10(b)(2) will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25 million, within 15 days thereof, the Company will, from and after the date of a Covenant Trigger Event, make an Asset Sale Offer to all Holders of Notes to purchase, prepay or redeem the maximum principal amount of Notes that may be purchased, prepaid or redeemed out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest to the date of purchase, prepayment or redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture or the Security Documents. If the aggregate principal amount of Notes tendered in (or required to be sold to conform with governmental requirements, the Applicable Reporting Entity, and prepaid or redeemed in the case of the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any connection with) such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes will be disregarded for purposes purchased on a pro rata basis, based on the amounts tendered or required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Company so that only Notes in denominations of the 25% limitation specified above: (a) if any such $500 or an integral multiple of $500 in excess thereof, will be purchased; provided that PIK Notes may be purchased in denominations of $1.00 or an integral multiple of $1.00 in excess thereof). Upon completion of each Asset Sale is in Offer, the ordinary course amount of business Excess Proceeds will be reset at zero. (5) The Company will comply with the requirements of Rule 14e-1 under the Applicable Reporting Entity Exchange Act and its Subsidiaries; (b) if any other securities laws and regulations thereunder to the assets subject to any such Asset Sale extent those laws and regulations are worn out or are no longer useful or necessary applicable in connection with the operation each repurchase of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject Notes pursuant to any such an Asset Sale are being transferred Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 hereof or this Section 4.10, the Company will comply with the applicable securities laws and regulations and will not be deemed to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months have breached its obligations under Section 3.09 hereof or this Section 4.10 by virtue of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset Salecompliance.

Asset Sales. Except for The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (1) the sale Company (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 of the assets required or Equity Interests issued or sold or otherwise disposed of; (2) the fair market value is determined by the Company’s Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers’ Certificate delivered to the Trustee; and (3) 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. For purposes of this provision, each of the following shall be deemed to be sold to conform with governmental requirementscash: (A) any liabilities, as shown on the Applicable Reporting EntityCompany’s most recent consolidated balance sheet, and in the case of the GuarantorCompany or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) 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; (B) any securities, its Material Subsidiaries, shall not consummate 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 closing of the Asset Sale, if to the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% extent of the total cash received in that conversion; and (C) any stock or assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as kind referred to in clauses (2), (4) or (5) of the beginning next paragraph of this Section 4.10. The 75% limitation referred to in clause (3) above shall not apply to any Asset Sale with respect to which the cash or Cash Equivalents portion of the Applicable Reporting Entity’s most recently ended full fiscal quarter; providedconsideration received therefrom, howeverdetermined in accordance with subclauses (A) and (B) above, is equal to or greater than what the after-tax proceeds would have been had that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection complied with the operation aforementioned 75% limitation. Within 360 days after the receipt of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds Net Proceeds from any such Asset Sale (i) are, within twelve (12) months of such an Asset Sale, invested the Company may apply such Net Proceeds: (1) to repay Indebtedness and other Obligations under a Credit Facility and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; (2) to acquire all or reinvested by substantially all of the Applicable Reporting Entity assets of, or any Subsidiary thereof a majority of the Voting Stock of, another Permitted Business; (3) to make a capital expenditure; (4) to acquire other long-term assets that are used or useful in a Permitted Business; or (5) to acquire the minority interest in any Restricted Subsidiary Pending the final application of any such Net Proceeds, (ii) 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 used by not applied or invested as provided in the Applicable Reporting Entity preceding paragraph will constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $10 million, within five days thereof, the Company will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or any Subsidiary thereof redeem with the proceeds of sales of assets in accordance with Section 3.09 hereof to repay Debt purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Applicable Reporting Entity or Excess Proceeds. The offer price in any Subsidiary thereofAsset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and Liquidated Damages, or (iii) are retained if any, to the date of purchase, and will be payable in cash. If 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 Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset SaleSale Offer exceeds the amount of Excess Proceeds, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds 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 each repurchase of Notes pursuant to an Asset SaleSale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of Section 3.09 or 4.10 of this Indenture, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under those provisions of this Indenture by virtue of such compliance.

Asset Sales. Except for No later than three (3) Business Days following the sale of assets required to be sold to conform with governmental requirementsdate on which Net Cash Proceeds are received by an Obligor, the Applicable Reporting Entity, and Borrower shall prepay the Loan in the case an aggregate amount equal to one hundred percent (100%) of the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarterNet Cash Proceeds; provided, however, that any such Asset Sale will the Borrower shall not be disregarded for purposes of obligated to so prepay the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale Loan (i) areif and to the extent that the Borrower furnishes to the Board an Officer's Certificate certifying that it or another Obligor intends to replace the assets from which such Net Cash Proceeds derived, and does so (or enters into a definitive agreement committing to do so) within one (1) year of receipt thereof (it being understood that any Net Cash Proceeds retained by the Borrower but not actually expended within such year or pursuant to such agreement to replace the assets from which such Net Cash Proceeds derived shall be used to prepay the Loan on the expiration of such year), (ii) with Net Cash Proceeds from any transaction described on Schedule 2.6(b), (iii) with Net Cash Proceeds from any single transaction or related series of transactions that generate(s) Net Cash Proceeds of $25,000 or less, (iv) with Net Cash Proceeds from an Asset Sale of Aircraft Related Equipment as part of a Covered Sale Leaseback Transaction to the extent such Net Cash Proceeds do not exceed the amount paid by an Obligor during the immediately preceding twelve (12) months to acquire such Aircraft Related Equipment (net of any amount financed by Indebtedness, the prepayment of which is contemplated by the definition of Net Cash Proceeds), plus costs and expenses incurred by the Obligors in connection therewith, or (v) with Net Cash Proceeds from any Asset Sales of assets that are not Collateral to the extent that the aggregate sales price of all such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof Sales (excluding Net Cash Proceeds of sales referred to in a Permitted Businessclauses (i), (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or and (iii) are retained above and in the exception to this clause (v)) is less than $10,000,000 during any Fiscal Year, except that during the existence of a Collateral Value Deficiency all Net Cash Proceeds from Asset Sales shall be applied to prepay the Loan without regard to the $10,000,000 retention amount referenced above in this clause (v). Any partial prepayments of the Loan made by the Applicable Reporting Entity or Borrower in accordance with this Section 2.6(b) shall be applied to the then remaining installments of the outstanding principal balance of the Loan ratably as to Tranche A and Tranche B in the inverse order of maturity. Subject to the Borrower's right to elect the Prepayment Breakage Avoidance Procedure, the Borrower shall also pay any Subsidiary thereof; amounts owing pursuant to Section 2.10(e) or (e) if, prior f). Any such prepayment of the Loan shall be paid to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset SaleAgent for application as provided in Section 2.9.

Asset Sales. Except (a) The Issuer shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, consummate an Asset Sale unless: (1) the Issuer or such Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value at the time of the Asset Sale of the assets, properties, rights or Equity Interests that are the subject of the Asset Sale; (2) if the consideration for such Asset Sale exceeds Pound Sterling 10 million (or the sale Sterling Equivalent), the determination of assets such Fair Market Value is evidenced by a resolution of the Issuer's Board of Directors set forth in an Officers' Certificate delivered to the Trustee within five (5) Business Days following such consummation; and (3) at least 85% of the consideration received in the Asset Sale by the Issuer or such Subsidiary is in the form of Cash Equivalents. (b) The Issuer shall, on the later of the Issue Date and the date that is five (5) London Business Days following receipt, deposit or cause to be deposited the Net Proceeds of any Asset Sale (other than Excluded Asset Sale and Liquidation Proceeds) that are received by the Issuer and its Subsidiaries on or after May 1, 2003 into the Mandatory Redemption Escrow Account. The Issuer shall deposit or cause to be deposited all Liquidation Proceeds (other than Excluded Asset Sale and Liquidation Proceeds) and all Net Proceeds of Asset Sales described in Section 4.04 (Purchase and Cancellation of Notes) into the Mandatory Redemption Escrow Account within five (5) London Business Days following receipt. All Liquidation Proceeds and all Net Proceeds of Asset Sales that constitute cash or Cash Equivalents other than British pounds sterling, Euro or United States dollars and that are required to be sold to conform with governmental requirementsdeposited into the Mandatory Redemption Escrow Account shall be converted into British pounds sterling, Euro or United States dollars, at the Applicable Reporting Entity, and in the case option of the GuarantorIssuer, by the Issuer or its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value Subsidiaries on or prior to deposit of all such Liquidation Proceeds or Net Proceeds of Asset Sales consummated during into the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months of such Asset Sale, invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to any such Asset Sale, both Rating Agencies confirm the then-current Borrower’s Applicable Ratings after giving effect to any such Asset SaleMandatory Redemption Escrow Account.

Asset Sales. Except for The Borrower shall not, nor shall the sale Borrower permit any Subsidiary to, consummate any Asset Sale unless: (a) the Borrower or such 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 least equal to the fair market value (measured at the time of contractually agreeing to such Asset Sale) of the assets required to be sold to conform with governmental requirements, the Applicable Reporting Entityor otherwise disposed of, and 155 (b) except in the case of a Permitted Asset Swap, at least 75.0% of the Guarantor, its Material Subsidiaries, shall not consummate any consideration for such Asset Sale, if the aggregate net book value of together with all such other Asset Sales consummated during since the four calendar quarters immediately preceding any date of determination would exceed 25% of Closing Date (on a cumulative basis), received by the total assets of Borrower or a Subsidiary, as the Applicable Reporting Entity case may be, and its Consolidated Subsidiaries as of to the beginning of extent the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary consideration received in connection with the operation consummation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary or Asset Sales exceeds the greater of (i) $30,000,000 and (ii) 3.0% of Total Assets (or after the Adjusted EBITDA Grower Trigger Date, 15.0% of Adjusted EBITDA) as of the Applicable Reporting Entitymost recently ended Test Period (calculated on a pro forma basis) of the Borrower and its Subsidiaries and is in the form of cash or Cash Equivalents; provided that each of the following will be deemed to be cash or Cash Equivalents for purposes of this clause (d2): (a) any liabilities (as shown on the Borrower’s or any Subsidiary’s most recent balance sheet or in the footnotes thereto or if incurred or accrued subsequent to the proceeds date of such balance sheet, such liabilities that would have been reflected on the Borrower’s or a 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 Borrower) of the Borrower or any Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Obligations, that are (i) assumed by the transferee of any such assets (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 Subsidiary); (b) any securities, notes or other obligations or assets received by the Borrower or any Subsidiary from any such transferee or in connection with such Asset Sale (iincluding earnouts and similar obligations) arethat are converted by the Borrower or a Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within twelve one hundred eighty (12180) months days following the closing of such Asset Sale, invested or reinvested ; (c) any Designated Non-Cash Consideration received by the Applicable Reporting Entity Borrower or any Subsidiary thereof in a Permitted Businesssuch Asset Sale having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (i) $30,000,000 and (ii) are used by 3.0% of Total Assets (or after the Applicable Reporting Entity Adjusted EBITDA Grower Trigger Date, 15.0% of Adjusted EBITDA) as of (or any Subsidiary thereof to repay Debt for) the most recently ended Test Period (calculated on a pro forma basis) of the Applicable Reporting Entity or any Subsidiary thereofBorrower and its Subsidiaries on the date of the receipt of such Designated Non-Cash Consideration (or, or (iii) are retained by at the Applicable Reporting Entity or any Subsidiary thereof; or (e) ifBorrower’s option, prior at the time of contractually agreeing to any such Asset Sale), both Rating Agencies confirm with the thenfair market value of each item of Designated Non-current Cash Consideration being measured, at the Borrower’s Applicable Ratings after option, either at the time of contractually agreeing to such Asset Sale or at the time received and, in either case, without giving effect to any subsequent change(s) in value; or (d) [reserved]; and (c) the Net Proceeds of such Asset SaleSale shall be applied and/or reinvested as (and to the extent) required by Section 2.05(2)(b). To the extent any Collateral is disposed of as expressly permitted by this Section 7.04 to any Person other than a Loan Party, such Collateral shall automatically be sold free and clear of the Liens created by the Loan Documents, and, if requested by the Administrative Agent, upon the certification by the Borrower that such disposition is permitted by this Agreement, the Administrative Agent and the Collateral Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting EntityThe Company shall not, and in shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company (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 Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if Board of Directors set forth in an Officers' Certificate delivered to the aggregate net book value Trustee) of all such Asset Sales consummated during the four calendar quarters immediately preceding any date assets or Equity Interests issued or sold or otherwise disposed of determination would exceed 25and (ii) at least 75% of the total assets consideration therefor received by the Company or such Restricted Subsidiary is in the form of (A) cash or Cash Equivalents or (B) Qualified Proceeds; provided that the Applicable Reporting Entity and its Consolidated Subsidiaries as 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 beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarterIssue Date; provided, howeverfurther, that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), of the Company or any 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 Asset Sale will be disregarded for purposes assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (y) 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 (to extent of the 25% limitation specified above: (acash received) if any such Asset Sale is in within 180 days following the ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (i) are, within twelve (12) months closing of such Asset Sale, invested shall be deemed to be cash for purposes of this provision. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company or reinvested by its Restricted Subsidiaries may apply such Net Proceeds, at its option, (a) to repay Senior Debt or Guarantor Senior Debt, or (b) to the Applicable Reporting Entity investment in, or any Subsidiary thereof the making of a capital expenditure or the acquisition of other property or assets in each case used or useable in a Permitted Business, (ii) are used or Capital Stock of any Person primarily engaged in a Permitted Business if, as a result of the acquisition by the Applicable Reporting Entity Company or any Subsidiary thereof to repay Debt of the Applicable Reporting Entity or any Restricted Subsidiary thereof, such Person becomes a Restricted Subsidiary, or (iiic) 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 Proceeds 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 ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ business (as each such business is constituted on the Issue Date) which are retained 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 Applicable Reporting Entity or terms of any Subsidiary thereof; or Pari Passu Indebtedness ranking pari passu with the Notes (e"Pari Passu Indebtedness") ifto all holders of such Pari Passu Indebtedness (an "Asset Sale Offer"), prior to purchase the maximum principal amount of Notes and any such Asset SalePari Passu Indebtedness that may be purchased out of the Excess Proceeds, both Rating Agencies confirm at an offer price in cash in an amount equal to 100% of the then-current Borrower’s Applicable Ratings after giving effect 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 SaleSale 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 Offer, the amount of Excess Proceeds shall be reset at zero.