Common use of Limitation on Sale of Assets Clause in Contracts

Limitation on Sale of Assets. Holdings and the Borrowers will not, and will not permit any of their Subsidiary to, consummate an Asset Sale, except: Holdings or such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (determined at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and if the property or assets sold or otherwise disposed of have a Fair Market Value in excess of $2,500,000, at least 75% of the consideration therefor received by Holdings or such Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that (a) the amount of Indebtedness, other than liabilities that are by their terms Junior Debt, that are of any Credit Party that is no longer a Subsidiary as a result of such Asset Sale, to the extent that Holdings and all Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale and (b) any Designated Non-Cash Consideration received by Holdings or such Subsidiary in such Asset Sale having an aggregate Fair Market Value not to exceed $10,000,000 when aggregated with the Fair Market Value of all other Non-Cash Consideration received under this paragraph during the term of this Agreement (calculated on a Pro Forma Basis), 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, in each case, shall be deemed to be cash for purposes of this Section 10.4 of this provision and for no other purpose. Within the Reinvestment Period after the Parent Borrower’s or any Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the Parent Borrower or such Subsidiary shall apply the Net Cash Proceeds from such Asset Sale:

Limitation on Sale of Assets. Holdings and the Borrowers will not, and will not permit any of their Subsidiary to, consummate Consummate an Asset Sale, except: Holdings Sale unless (i) the Borrower (or such applicable Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value (as determined at in good faith by the time Borrower and evidenced by a certificate of contractually agreeing to such Asset Salea Responsible Officer) of the assets sold or otherwise disposed of; and if the property Equity Interests issued or assets sold or otherwise disposed of have a Fair Market Value in excess of $2,500,000, and (ii) at least 75% of the consideration therefor received by Holdings the Borrower or such Subsidiary, as the case may be, Subsidiary is in the form of cash or Cash Equivalentscash; provided that (a) the amount of Indebtedness, (x) any liabilities (as shown on the Borrower's or such Subsidiary's most recent balance sheet) of the Borrower or any Subsidiary (other than contingent liabilities and liabilities that are by their terms Junior Debt, subordinated to the Obligations or any guarantee thereof) that are assumed by the transferee of any Credit Party such assets pursuant to a customary novation agreement that is no longer a releases the Borrower or such Subsidiary as a result of from further liability and (y) any securities, notes or other obligations received by the Borrower or any such Asset Sale, Subsidiary from such transferee that are converted by the Borrower or such Subsidiary into cash (to the extent that Holdings and all Subsidiaries have been validly released from any Guarantee of payment of the cash received) within 90 days following such Indebtedness in connection with such Asset Sale and (b) any Designated Non-Cash Consideration received by Holdings or such Subsidiary in such Asset Sale having an aggregate Fair Market Value not to exceed $10,000,000 when aggregated with the Fair Market Value of all other Non-Cash Consideration received under this paragraph during the term of this Agreement (calculated on a Pro Forma Basis), 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, in each casereceipt, shall be deemed to be cash for purposes of this Section 10.4 of this provision and for no other purposeprovision. Within Notwithstanding the Reinvestment Period after the Parent Borrower’s or any Subsidiary’s receipt of the Net Cash Proceeds of any Asset Salepreceding clause (ii), the Parent Borrower and its Subsidiaries may consummate one or more Asset Sales by making contributions of assets to joint ventures in exchange for consideration consisting of Capital Stock of such Subsidiary shall apply joint ventures engaged in businesses described in subsection 7.16 as long as (a) such Capital Stock is pledged to the Net Cash Proceeds from Lenders in accordance with subsection 6.10(c) and (b) such Asset Sale:contributions are permitted by subsection 7.10.

Limitation on Sale of Assets. Holdings and the Borrowers The Corporation will not, and will not cause or permit any of their Restricted Subsidiary to, directly or indirectly, consummate an Asset Sale, except: Holdings Sale unless (i) at least 80% of the consideration from such Asset Sale is received in cash or Cash Equivalents or Eligible Securities and (ii) the Corporation or such Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (determined at of the time of contractually agreeing shares or assets subject to such Asset Sale) . If all or a portion of the assets sold Net Cash Proceeds of any Asset Sale are not required to be applied to repay permanently any Senior Indebtedness outstanding as required by the terms thereof, or otherwise disposed of; and if the property or assets sold or otherwise disposed of have a Fair Market Value in excess of $2,500,000, at least 75% Corporation determines not to apply such Net Cash Proceeds to the permanent repayment of the consideration therefor received by Holdings Senior Indebtedness which is required to be prepaid, or if no such Senior Indebtedness is then outstanding, the Corporation or such Restricted Subsidiary may within 365 days of such Asset Sale, invest the Net Cash Proceeds in capital expenditures, properties and other assets that (as determined by the board of directors of the Corporation) replace the properties and assets that were the subject of the Asset Sale or in properties and assets that will be used in the businesses of the Corporation or its Subsidiaries existing on the Issue Date or in businesses reasonably related thereto. To the extent (i) the Corporation or a Restricted Subsidiary, as the case may be, is received more than 20% of the consideration from an Asset Sale in the form of cash or Cash Equivalents; provided that Eligible Securities (a) the amount of Indebtedness, other than liabilities that are by their terms Junior Debt, that are of any Credit Party that is no longer a Subsidiary as a result fair market value (on the date of such Asset Sale, to the extent that Holdings and all Subsidiaries have been validly released from any Guarantee of payment ) of such Indebtedness amount in connection with such Asset Sale and excess of 20% of the consideration is referred to herein as the "Eligible Securities Proceeds") or (bii) any Designated Non-Cash Consideration received by Holdings all or such Subsidiary in such Asset Sale having an aggregate Fair Market Value not to exceed $10,000,000 when aggregated with the Fair Market Value of all other Non-Cash Consideration received under this paragraph during the term of this Agreement (calculated on a Pro Forma Basis), 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, in each case, shall be deemed to be cash for purposes of this Section 10.4 of this provision and for no other purpose. Within the Reinvestment Period after the Parent Borrower’s or any Subsidiary’s receipt part of the Net Cash Proceeds of any Asset SaleSale are not applied, or the Corporation determines not to so apply such Net Cash Proceeds, within 365 days of such Asset Sale as described in the immediately preceding paragraph (such Net Cash Proceeds, the Parent Borrower or such Subsidiary shall apply the "Unutilized Net Cash Proceeds from Proceeds" and together with the Eligible Securities Proceeds, the "Excess Proceeds"), the Corporation shall, within 20 days after such 365th day or at any earlier time after such Asset Sale:, make an offer to purchase (the "Asset Sale Offer") all outstanding Notes and any Pari Passu Indebtedness the terms of which require such an offer to be made up to a maximum principal amount (expressed as a multiple of $1,000) of Notes and such Pari Passu Indebtedness equal to such Excess Proceeds, at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Purchase Date; provided, however, that the Asset Sale Offer may be deferred until there are aggregate Excess Proceeds, equal to or in excess of $20 million, at which time the entire amount of such Excess Proceeds and not just the amount in excess of $20 million, shall be applied as required pursuant to this paragraph. An Asset Sale Offer will be required to be kept open for a period of at least 20 business days. With respect to any Asset Sale Offer effected pursuant to this Section 2.07, among the Notes and such Pari Passu Indebtedness, to the extent the aggregate principal amount of Notes and such Pari Passu Indebtedness tendered pursuant to such Asset Sale Offer exceeds the Excess Proceeds to be applied to the repurchase thereof, such Notes and such Pari Passu Indebtedness shall be purchased pro rata based on the aggregate principal amount of such Notes and such Pari Passu Indebtedness tendered. To the extent the Excess Proceeds exceed the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to such Asset Sale Offer, the Corporation may retain and utilize any portion of the Excess Proceeds not applied to repurchase the Notes and such Pari Passu Indebtedness for any purpose consistent with the other terms of the Indenture and such excess amount of Excess Proceeds shall not be included in any future determination of Excess Proceeds. In the event that the Corporation makes an Asset Sale Offer, the Corporation shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act, and any other applicable securities laws or regulations and any applicable requirements of any securities exchange on which the Notes are listed, and any violation of the provisions of the Indenture relating to such Asset Sale Offer occurring as a result of such compliance shall not be deemed a Default.

Limitation on Sale of Assets. Holdings and the Borrowers The Company will not, and will not cause or permit any of their Subsidiary its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale, except: Holdings Sale unless (1) at least 75% of the consideration from such Asset Sale other than Asset Swaps is received in cash or Cash Equivalents and (2) the Company or such Subsidiary, as the case may be, Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (determined at of the time of contractually agreeing shares or assets subject to such Asset Sale) ; provided that the amount of any Designated Non-cash Consideration received by the assets sold Company or otherwise disposed of; and if any of its Restricted Subsidiaries in the property Asset Sale shall be deemed “cash” for purposes of this provision. With respect to an Asset Swap constituting an Asset Sale in any respect, the Company or assets sold or otherwise disposed of have a Fair Market Value any Restricted Subsidiary shall be required to receive in excess of $2,500,000, at least cash an amount equal to 75% of the consideration therefor received by Holdings or Proceeds of such Subsidiary, aspect of an Asset Swap constituting an Asset Sale which does not consist of like-kind assets exchanged and acquired as the case may be, is in the form of cash or Cash Equivalents; provided that (a) the amount of Indebtedness, other than liabilities that are by their terms Junior Debt, that are of any Credit Party that is no longer a Subsidiary as a result part of such Asset SaleSwap transaction. The Company shall apply, or cause such Restricted Subsidiary to the extent that Holdings and all Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale and (b) any Designated Non-Cash Consideration received by Holdings or such Subsidiary in such Asset Sale having an aggregate Fair Market Value not to exceed $10,000,000 when aggregated with the Fair Market Value of all other Non-Cash Consideration received under this paragraph during the term of this Agreement (calculated on a Pro Forma Basis)apply, 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, in each case, shall be deemed to be cash for purposes of this Section 10.4 of this provision and for no other purpose. Within the Reinvestment Period after the Parent Borrower’s or any Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, Sale received by the Parent Borrower Company or such any Restricted Subsidiary shall apply or the Net Cash Proceeds from of a ViSalus IPO received by the Company or any Restricted Subsidiary (other than ViSalus) (in each case, a “Net Cash Proceeds Transaction”), within 180 days of receipt thereof (1) to permanently reduce Senior Indebtedness of the Company or a Restricted Subsidiary (it being understood and agreed that, in the case of any such Indebtedness under any revolving credit facility, the Company or a Restricted Subsidiary, as applicable, may, but shall not be required hereunder, to effect a permanent reduction in the availability under such revolving credit facility); (2) to make an investment or capital expenditure in properties and assets that replace the properties and assets that were the subject of such Asset Sale:Sale or ViSalus IPO or in properties and assets (including Capital Stock) that will be used in the business of the Company and its Restricted Subsidiaries as existing on the Issue Date or in businesses reasonably related thereto; (3) to acquire Capital Stock of another Person provided such Person becomes a Restricted Subsidiary; and/or (4) to effect a combination of prepayment and investment permitted by the foregoing clauses (1), (2) and (3) (the amount of such Net Cash Proceeds not used or invested within 180 days of the Net Cash Proceeds Transaction as set forth in this paragraph constituting “Excess Proceeds”), or if not so applied under the foregoing clauses (1) through (4), to apply the Excess Proceeds, if any, in accordance with clauses (c) through (i) of this Section 10.12. When the aggregate amount of Excess Proceeds exceeds $25.0 million or more, the Company will apply the Excess Proceeds to the repayment of the Securities and any other Pari Passu Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from any Net Cash Proceeds Transaction as follows: (A) the Company will make an offer to purchase (an “Offer”) from all Holders of the Securities in accordance with the procedures set forth in this Indenture in the maximum principal amount (expressed as a multiple of $2,000 or an integral multiple of $1,000 in excess thereof) of Securities that may be purchased out of an amount (the “Security Amount”) equal to the product of such Excess Proceeds 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 (or accreted value in the case of Indebtedness issued with original issue discount) of the Securities and such Pari Passu Indebtedness (subject to proration in the event such amount is less than the aggregate Offered Price (as defined herein) of all Securities tendered) and (B) to the extent required by such Pari Passu Indebtedness to permanently reduce the principal amount of such Pari Passu Indebtedness (or accreted value in the case of Indebtedness issued with original issue discount), the Company will make an offer to purchase or otherwise repurchase or redeem Pari Passu Indebtedness (a “Pari Passu Offer”) in an amount (the “Pari Passu Debt Amount”) equal to the excess of the Excess Proceeds over the Security Amount; provided that in no event will the Company be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount (or accreted value) of such Pari Passu Indebtedness plus the amount of any premium required to be paid to repurchase such Pari Passu Indebtedness. The offer price for the Securities will be payable in cash in an amount equal to 101% of the principal amount of the Securities 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 Securities tendered pursuant to the Offer is less than the Security Amount relating thereto or the aggregate amount of Pari Passu Indebtedness that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Securities and Pari Passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Securities to be purchased on a pro rata basis. Upon the completion of the purchase of all the Securities tendered pursuant to an Offer and the completion of a Pari Passu Offer, the amount of Excess Proceeds, if any, shall be reset at zero. If the Company becomes obligated to make an Offer pursuant to clause (c) above, the Securities and the Pari Passu Indebtedness shall be purchased by the Company, at the option of the holders thereof, in whole or in part in principal amount denominations of $2,000 and integral multiples of $1,000 in excess thereof, on a date that is not earlier than 30 days and not later than 60 days from the date the notice of the Offer is given to holders, or such later date as may be necessary for the Company to comply with the requirements under the Exchange Act. The Company will 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 Offer. Subject to paragraph (e) above, within 30 days after the date on which the Company becomes obligated to make an Offer, the Company shall send or cause to be sent to the Trustee and to each Holder, at each applicable address appearing in the Security Register, a notice stating or including: that the Holder has the right to require the Company to repurchase, subject to proration, such Holder’s Securities at the Offered Price; the Offer Date; the instructions a Holder must follow in order to have his Securities purchased in accordance with paragraph (c) of this Section;

Limitation on Sale of Assets. Holdings and Neither the Borrowers will notCompany nor the Parent shall, and will not neither the Company nor the Parent shall permit any of their Subsidiary respective Restricted Subsidiaries to, consummate conduct an Asset Sale, except: Holdings unless (x) the Company, the Parent or such 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 (determined at the time of contractually agreeing to such Asset Sale) fair market value of the assets sold or otherwise disposed of; of (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) and if the property or assets sold or otherwise disposed of have a Fair Market Value in excess of $2,500,000, (y) at least 75% of the consideration therefor received by Holdings the Company, the Parent or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided provided, however, that, with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of those hotel properties if that (a) Indebtedness is secured by a first priority Lien on the properties sold; provided, further, however, the principal amount of Indebtedness, other than liabilities that are by their terms Junior Debt, that are of any Credit Party that is no longer a Subsidiary as a result of such Asset Sale, to the extent that Holdings and all Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale and (b) any Designated Non-Cash Consideration received by Holdings or such Subsidiary in such Asset Sale having an aggregate Fair Market Value not to exceed $10,000,000 when aggregated with the Fair Market Value of all other Non-Cash Consideration received under this paragraph during the term of this Agreement (calculated on a Pro Forma Basis), 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, in each case, following shall be deemed to be cash for purposes of this Section 10.4 provision: (A) any liabilities (as shown on the Company's, the Parent's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) of this provision the Company, the Parent or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or any Guarantee thereof) that are assumed by the transferee of any such assets and for no (B) any notes or other purpose. Within obligations received by the Reinvestment Period Company, the Parent or any such Restricted Subsidiary from such transferee that are converted by the Company, the Parent or such Restricted Subsidiary into cash within 90 days after the closing of such Asset Sale (to the extent of the cash received). Notwithstanding the foregoing, the restriction in clause (y) above will not apply with respect to mortgages, other notes receivable or other securities received by the Company, the Parent Borrower’s or any Subsidiary’s receipt Restricted Subsidiary from a transferee of any assets to the extent such mortgages, other notes receivable or other securities are Investments permitted to be made by the Company, the Parent or such Restricted Subsidiary under Section 4.7 hereof. In the event and to the extent that the Net Proceeds received by the Company, the Parent and their respective Restricted Subsidiaries collectively from one or more Asset Sales occurring on or after the Issuance Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company, the Parent and their respective Restricted Subsidiaries has been filed with the SEC or otherwise provided to the Trustee), then the Company or the Parent shall, or shall cause the relevant Restricted Subsidiary to, within 365 days after the date the Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets: (a) apply the Net Proceeds from such Asset Sale to prepay any Indebtedness under any Credit Facility, in order to effect a permanent reduction in the amount of Indebtedness that may be incurred pursuant to clause (b) of the second paragraph of Section 4.9 hereof, or (b) invest the Net Proceeds from such Asset Sale in property or assets used in a Hospitality-Related Business, provided that the Company, the Parent or such Restricted Subsidiary will have complied with this clause (b) if, within 365 days of such Asset Sale, the Company, the Parent Borrower or such Subsidiary Restricted Subsidiary, as applicable, shall apply the have commenced and not completed or abandoned an Investment in compliance with this clause (b) and shall have segregated such Net Cash Proceeds from the general funds of the Company, the Parent and their respective Subsidiaries for that purpose and such Investment is substantially completed within 180 days after the first anniversary of such Asset Sale:. Any Net 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 "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall make an offer, to all Holders of Notes and to holders of other Indebtedness that ranks by its terms pari passu in right of payment with the Notes and the terms of which contain substantially similar requirements with respect to the application of net proceeds from asset sales as are contained in this Indenture (an "Asset Sale Offer") to purchase on a pro rata basis the maximum principal amount of Notes of each series, that is an integral multiple of $1,000, that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Asset Sale Offer Price"), in accordance with the procedures set forth in this Indenture. To the extent that the aggregate amount of Notes and other such Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company 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 available for purchase thereof, the Trustee shall select the Notes to be purchased in the manner described under Section 3.3 hereof. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. Pending the final application of any Net Proceeds from an Asset Sale pursuant to this paragraph, the Company or any Restricted Subsidiary may temporarily reduce Indebtedness of the Company or a Restricted Subsidiary that ranks by its terms senior to the Notes or otherwise invest such Net Proceeds in Cash Equivalents. Any offer to purchase the Notes pursuant to this Section 4.10 shall be made pursuant to the provisions of Section 3.9 hereof. Simultaneously with the notification of such offer to the Trustee, the Company shall provide the Trustee with an Officer's is Certificate setting forth the calculations used in determining the amount of Excess Proceeds to be applied to the purchase of the Notes. The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with any offer to purchase and the purchase of Notes as described above. To the extent that the provisions of any securities laws or regulations conflict with Section 3.9 and this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the provisions of Section 3.9 and this Section 4.10 to make an Asset Sale Offer.

Limitation on Sale of Assets. Holdings and the Borrowers The Issuer will notnot make, and will not permit any of their Subsidiary toits Subsidiaries to make, consummate an any Asset SaleSale unless (a) the Issuer, except: Holdings or such Subsidiary, as the case may be, receives consideration at the time of each such Asset Sale at least equal to the Fair Market Value (determined at the time of contractually agreeing to such Asset Sale) of the shares or assets sold or otherwise disposed of; , and if the property or assets sold or otherwise disposed of have a Fair Market Value in excess of $2,500,000, at least 75(ii) not less than 75.0% of the consideration therefor received by Holdings the Issuer, or such Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; cash, provided that (a) the amount of Indebtedness, (i) any liabilities (as shown on the Issuer's or any such Subsidiary's most recent balance sheet or in the notes thereto) of the Issuer or any such Subsidiary that are assumed by the transferee (other than contingent liabilities and liabilities that are by their terms Junior Debt, that are subordinated to the Securities) in respect of any Credit Party Asset Sale and (ii) any non-cash consideration received by the Issuer or any such Subsidiary from such transferee in respect of an Asset Sale that is converted into or sold or otherwise disposed of for cash within 30 days of the receipt thereof shall be included as cash. Within 360 days from the date of any such Asset Sale that causes Net Cash Proceeds to exceed $5 million in any twelve-month period, the Net Cash Proceeds thereof shall be used by the Issuer or its Subsidiary to invest in its existing lines of business, provided that the Issuer commits to make such investment no longer a Subsidiary as a result later than 180 days from the date of such Asset Sale, to . To the extent that Holdings and all Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale and (b) any Designated Non-Cash Consideration received by Holdings or such Subsidiary in such Asset Sale having an aggregate Fair Market Value not to exceed $10,000,000 when aggregated with the Fair Market Value of all other Non-Cash Consideration received under this paragraph during the term of this Agreement (calculated on a Pro Forma Basis), 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, in each case, shall be deemed to be cash for purposes of this Section 10.4 of this provision and for no other purpose. Within the Reinvestment Period after the Parent Borrower’s or any Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the Parent Borrower or such Subsidiary shall apply the Net Cash Proceeds from such disposition are not so applied (hereinafter referred to as "Excess Proceeds"), the Issuer, or such Subsidiary, as the case may be, shall use the Excess Proceeds to (x) permanently reduce the Credit Facility, or (y) make an offer to purchase the Securities (an "Asset Sale Offer") for cash at a price of not less than 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon. The provisions of this paragraph shall not be deemed to apply to any Asset Sale or series of Asset Sales having aggregate Net Cash Proceeds of $5 million or less in any twelve-month period, provided that to the extent such aggregate Net Cash Proceeds exceed $5 million in any twelve-month period, the provisions of this paragraph shall apply to the entire amount. The Issuer will accept Securities tendered pursuant to an Asset Sale Offer an a pro rata basis based upon the aggregate principal amount of Securities submitted by Holders accepting such Asset Sale Offer. An Asset Sale Offer shall be consummated on a date not less than 40 nor more than 70 days following the date of mailing of such Asset Sale Offer but in any event within 360 days of the date of such Asset Sale (the "Proceeds Purchase Date"). The Asset Sale Offer shall be made for the maximum amount of Securities that can be purchased with such Excess Proceeds at a price equal to 100% of the aggregate principal amount of the Securities to be repurchased, plus accrued and unpaid interest and Liquidated Damages, if any, to the Proceeds Purchase Date. Notwithstanding the foregoing, the Issuer will not be required to make an Asset Sale Offer if the Excess Proceeds available therefor are less than $5 million, in which case such Excess Proceeds shall be carried forward to determine whether an Asset Sale Offer is required after any subsequent Asset Sale:. To the extent 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 the Indenture. If the aggregate principal amount of Securities tendered in such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Securities to be purchased on a pro rata basis. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. If an offer is made to repurchase the Securities pursuant to an Asset Sale Offer, the Issuer will and will cause its Subsidiaries to comply with all tender offer rules under state and Federal securities laws, including, but not limited to, Section 14(e) under the Exchange Act and Rule 14e-1 thereunder, to the extent applicable to such offer.

Limitation on Sale of Assets. Holdings and the Borrowers The Borrower will not, and the Borrower will not permit any of their Subsidiary its Restricted Subsidiaries to, consummate an Asset Sale(i) convey, exceptsell, lease, license, assign, transfer or otherwise -129- dispose of, any of its property, business or assets (including receivables, intellectual property and leasehold interests), whether now owned or hereafter acquired or (ii) sell to any Person (other than the Borrower or a Restricted Subsidiary) any shares owned by it of any Restricted Subsidiary’s Stock and Stock Equivalents, except that: Holdings (a) the Borrower and the Restricted Subsidiaries may sell, transfer or such Subsidiaryotherwise dispose of (i) inventory, as (ii) obsolete or surplus equipment and vehicles in the case may beordinary course of business, receives consideration at (iii) Permitted Investments and (iv) assets for the time purposes of such Asset Sale at least equal charitable contributions or similar gifts to the Fair Market Value (determined at extent such assets are not material to the time of contractually agreeing to such Asset Sale) ability of the assets sold Borrower and its Restricted Subsidiaries, taken as a whole, to conduct its business in the ordinary course; (b) the Borrower and the Restricted Subsidiaries may sell, transfer or otherwise disposed ofdispose of assets (including, without limitation, any Stock or Stock Equivalents in any Restricted Subsidiary whether pursuant to an initial public offering or otherwise) (each of the foregoing, a “Disposition”), for fair value; provided that: (i) after giving effect to any such sale, transfer or disposition, no Default or Event of Default shall have occurred and if the property or assets sold or otherwise disposed of have be continuing, (ii) with respect to any Disposition pursuant to this clause (b) for a Fair Market Value purchase price in excess of $2,500,00010,000,000, at least the Person making such Disposition shall receive not less than 75% of the such consideration therefor received by Holdings or such Subsidiary, as the case may be, is in the form of cash or Cash EquivalentsPermitted Investments and (iii) any non-cash proceeds received are pledged to the Collateral Agent to the extent required under Section 9.12 (provided that such obligation under this clause (iii) shall not be required for so long as the Consolidated Total Debt to Consolidated EBITDA Ratio is less than or equal to 3.0 to 1.0); provided that (a) the amount of Indebtedness(A) any liabilities (as shown on the Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms Junior Debtsubordinated to the Obligations (in the case of the Borrower) or the Guarantee (in the case of such Restricted Subsidiary), that are assumed by the transferee of any Credit Party that is no longer a Subsidiary as a result of such Asset Sale, to assets and for which the extent that Holdings Borrower and all of its Restricted Subsidiaries have been validly released by all creditors in writing, (B) any securities or promissory notes or other evidence of indebtedness or similar documentation received by the Borrower or such Restricted Subsidiary from any Guarantee such transferee that are converted by the Borrower or such Restricted Subsidiary into cash (to the extent of payment the cash received) within 180 days following the closing of such Indebtedness in connection with Disposition (provided that the requirement that such Asset Sale amounts be converted into cash within 180 days following the closing of such Disposition shall not be required for so long as the Consolidated Total Debt to Consolidated EBITDA Ratio is less than or equal to 3.0 to 1.0 at the time of such Disposition), and (bC) any Designated Non-Cash Consideration received by Holdings the Borrower or such Restricted Subsidiary in such Asset Sale Disposition having an aggregate Fair Market Value not to exceed $10,000,000 when aggregated Value, taken together with the Fair Market Value of all other Designated Non-Cash Consideration received under pursuant to this paragraph during clause (C) that is at that time outstanding, not to exceed 5.0% of Consolidated Total Assets at the term time of this Agreement (calculated on a Pro Forma Basis)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, in each case, shall be deemed to be cash for purposes of this Section 10.4 of this provision 10.4(b)(iii) and, with respect to clause (B), Section 10.4(b)(ii), and for no other purpose. Within (c) (i) the Reinvestment Period after Borrower and the Parent Borrower’s other Credit Parties may make Dispositions (including in connection with any Sale Leasebacks) to the Borrower or any other Credit Party, (ii) any Restricted Domestic Subsidiary that is not a Credit Party may make Dispositions (including in connection with any Sale Leasebacks) to the Borrower or any Restricted Domestic Subsidiary’s receipt , (iii) any Restricted Non-Domestic Subsidiary may make Dispositions (including in connection with any Sale Leasebacks) -130- to any other Restricted Non-Domestic Subsidiary, (iv) any Restricted Non-Domestic Subsidiary may make Dispositions (including in connection with any Sale Leasebacks) to the Borrower and any Restricted Domestic Subsidiary that is a Credit Party and (v) any Restricted Non-Domestic Subsidiary may make Dispositions (including in connection with any Sale Leasebacks) to a Restricted Domestic Subsidiary that is not a Credit Party and (vi) the Borrower or any Credit Party may make Dispositions (including in connection with any Sale Leaseback) to any Restricted Subsidiary that is not a Credit Party, provided that, if the aggregate proceeds of such Dispositions under clause (vi) exceeds $40,000,000, such Disposition under this clause (vi) shall be consummated for fair value as determined at the Net Cash Proceeds time of any Asset Sale, consummation in good faith by the Parent Borrower or such Credit Party (which such determination may take into account any retained interest or other Investment of the Borrower or such Credit Party in connection with, and any other material economic terms of, such Disposition part of a Sale Leaseback); (d) the Borrower and any Restricted Subsidiary may effect any (i) transaction permitted by Section 10.3, 10.5 (including, for the avoidance of doubt, Dispositions of cash, Stock or other consideration in connection with Permitted Acquisitions) or 10.6 and (ii) assignment of any intercompany lease, sublease or license and/or any right, title and interest under any intercompany lease, sublease or license, as collateral, to the extent a Lien thereon is also permitted under Section 10.2(b), 10.2(c) or 10.2(s), and (iii) any issuance of or sale of Stock or Stock Equivalents of any Restricted Subsidiary as consideration for any Permitted Acquisition; (e) the Borrower and the Restricted Subsidiaries may lease, sublease, license or sublicense (on a non-exclusive basis with respect to any intellectual property) real, personal or intellectual property in the ordinary course of business; (f) the Borrower and the Restricted Subsidiaries may effect Dispositions of property (including like-kind exchanges) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property, in each case under Section 1031 of the Code or otherwise; (g) the Borrower and the Restricted Subsidiaries may effect Dispositions of Investments in joint ventures (regardless of the form of legal entity) to the extent required by, or made pursuant to, customary buy/sell arrangements (including, without limitation, any puts, calls or deadlock buyouts) between the joint venture parties set forth in joint venture arrangements and similar binding arrangements; (h) the Borrower and the Restricted Subsidiaries may effect Dispositions listed on Schedule 10.4 (“Scheduled Dispositions”); (i) the Borrower and the Restricted Subsidiaries may effect transfers of property which constitute a Casualty Event; (j) (i) the Borrower and the Restricted Subsidiaries may effect Dispositions of delinquent accounts receivable in the ordinary course of business in connection with the collection or compromise thereof and (ii) any Restricted Non-Domestic Subsidiary may effect Dispositions of accounts receivable at a discount in a factoring arrangement or otherwise, provided that the value of such accounts receivable (as determined by the Borrower) Disposed of pursuant to this clause (ii) shall not exceed $100,000,000 for any four consecutive quarter period; -131- (k) the Borrower and the Restricted Subsidiaries may effect the unwinding of any Hedge Agreement; (l) the Borrower and the Restricted Subsidiaries may effect a Disposition of any asset between or among the Borrower and/or its Restricted Subsidiaries as a substantially concurrent interim Disposition in connection with a Disposition otherwise permitted pursuant to clauses (a) through (k) above and (n); (m) any Restricted Subsidiary may effect sales of Student Loans in Permitted Student Loan Securitization Transactions; (n) the Borrower and the Restricted Subsidiaries may effect Sale Leasebacks (in addition to those permitted under clause (c) above) so long as such transactions are consummated for fair value as determined at the time of consummation in good faith by the Borrower or such Restricted Subsidiary (which such determination may take into account any retained interest or other Investment of the Borrower or such Restricted Subsidiary in connection with, and any other material economic terms of, such transactions); and (o) the Borrower and the Restricted Subsidiaries may effect Dispositions of the Stock or assets of any Unrestricted Subsidiary. Notwithstanding any of the foregoing, the restrictions on Dispositions set forth in this Section 10.4 shall not apply to any Disposition or series of related transactions relating to such Disposition if the Net Cash Proceeds from aggregate Fair Market Value of such Asset Sale:assets subject to the Disposition is less than $10,000,000. 10.5

Limitation on Sale of Assets. Holdings and the Borrowers (a) The Borrower will not, and will not permit any of their Subsidiary its Subsidiaries to, directly or indirectly, consummate an Asset SaleSale unless (i) at least 85% of the proceeds from such Asset Sale are received in cash; PROVIDED HOWEVER, except: Holdings that the amount of (A) any Senior Indebtedness (as shown on the Borrower's or such SubsidiarySubsidiaries' most recent balance sheet or in the notes thereto) of the Borrower or any such Subsidiary that are assumed by the transferee of any asset in connection with any Asset Sale and (B) any deferred payment obligations received by the Borrower or any such Subsidiary as proceeds of an Asset Sale that are concurrently with the Asset Sale converted into cash without recourse to the Borrower or any of its Subsidiaries, as shall be deemed to be cash for purposes of this provision, (ii) the case may be, Borrower or such Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (determined at the time of contractually agreeing to such Asset Sale) fair market value of the assets sold or otherwise disposed of; and if the property shares or assets sold or otherwise disposed (as determined by the Board of have a Fair Market Value in excess of $2,500,000, at least 75% Directors of the consideration therefor received by Holdings or such Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that (a) the amount of Indebtedness, other than liabilities that are by their terms Junior Debt, that are of any Credit Party that is no longer a Subsidiary as a result of such Asset Sale, to the extent that Holdings and all Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale Borrower and (bTERM LOAN AGREEMENT) any Designated Non-Cash Consideration received evidenced by Holdings or such Subsidiary in such Asset Sale having an aggregate Fair Market Value not to exceed $10,000,000 when aggregated with the Fair Market Value of all other Non-Cash Consideration received under this paragraph during the term of this Agreement a board resolution) and (calculated on a Pro Forma Basis), 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, in each case, shall be deemed to be cash for purposes of this Section 10.4 of this provision and for no other purpose. Within the Reinvestment Period after the Parent Borrower’s or any Subsidiary’s receipt of iii) the Net Cash Proceeds of any Asset Sale, received by the Parent Borrower or such Subsidiary shall apply the Net Cash Proceeds from such Asset Sale:Sale are applied in accordance with the following paragraphs. Notwithstanding the foregoing, clause (i) of the preceding sentence shall not apply to any Asset Sale or portions thereof involving Excluded Assets or the making of any Permitted Investment pursuant to clause (vii) of the definition of "Permitted Investment" or any Restricted Payment permitted pursuant to subsection 7.2.

Limitation on Sale of Assets. Holdings and the Borrowers The Borrower will not, and will not permit any of their Subsidiary its Restricted Subsidiaries to, consummate an Asset Sale, exceptunless: Holdings (a)the Borrower 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 (determined at the time of contractually agreeing to such Asset otherwise disposed of; the case may be, receives the Fair Market Value (as Sale) of the assets sold or otherwise disposed of(b) at the time of entering into the definitive documentation with respect to such Asset Sale, no Event of Default shall have occurred and be continuing; and (c) except in the case of a Permitted Asset Swap, if the property or assets sold or otherwise disposed of, taken together with all other dispositions of assets and issuances of Equity Interests in Restricted Subsidiaries excepted from the definition of Asset Sales, have a Fair Market Value in excess of the greater of (a) $2,500,00020.0$5.0 million and (b) 1.0% of Consolidated Total Assets for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such disposition, at least 75% of the consideration therefor received by Holdings the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that (a) the amount of: (i) any liabilities (as reflected on the Borrower’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of Indebtednesssuch balance sheet, such liabilities that would have been reflected on the Borrower’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 consolidated balance sheet, as determined in good faith by the Borrower) of the Borrower, other than liabilities that are by their terms Junior Debtsubordinated to the Loans, that are assumed by the transferee of any Credit Party that is no longer a Subsidiary as a result of such assets (or are otherwise extinguished in connection with the transactions relating to such Asset Sale, ) -133-#8983238089847286v115 -134-#8983238089847286v115 temporarily to reduce Indebtedness outstanding under the extent that Holdings and all Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale and (b) any Designated Non-Cash Consideration received by Holdings or such Subsidiary in such Asset Sale having an aggregate Fair Market Value not to exceed $10,000,000 when aggregated with the Fair Market Value of all other Non-Cash Consideration received under this paragraph during the term of this Agreement (calculated on a Pro Forma Basis), 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, in each case, shall be deemed to be cash for purposes of this Section 10.4 of this provision and for no other purpose. Within the Reinvestment Period after the Parent Borrower’s Revolving Credit Facility or any Subsidiary’s receipt of the other revolving credit facility or otherwise invest such Net Cash Proceeds of in any Asset Sale, the Parent Borrower or such Subsidiary shall apply the Net Cash Proceeds from such Asset Sale:manner not prohibited by this Agreement. #89832380v1 -136-

Limitation on Sale of Assets. Holdings and the Borrowers will (i) The Company shall not, and will shall not permit any of their Subsidiary its Restricted Subsidiaries to, consummate conduct or suffer to exist an Asset Sale, except: Holdings unless (x) the Company (or such 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 fair market value (determined at the time of contractually agreeing to such Asset Sale) evidenced by a resolution of the assets sold or otherwise disposed of; Board of Directors set forth in an Officers' Certificate delivered to the Trustee) and if the property or assets sold or otherwise disposed of have a Fair Market Value in excess of $2,500,000, (y) at least 75% of the consideration therefor received by Holdings the Company or such Subsidiary, as the case may be, Restricted Subsidiary is in the form of cash or Cash Equivalents; provided that (a) the amount of Indebtednessprovided, other than liabilities that are by their terms Junior Debthowever, that are if the assets which were the subject of any Credit Party that is no longer a Subsidiary as a result the Asset Sale constitute Collateral, then (i) 100% of such Asset Sale, to the extent that Holdings and all Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness consideration received in connection with such the Asset Sale must be in the form of cash or Cash Equivalents and (bii) any Designated Non-Cash Consideration the Company must deliver to the Trustee the opinion of a Qualified Appraiser that the consideration received by Holdings or such Subsidiary in such connection with the Asset Sale having an aggregate Fair Market Value not is equal to exceed $10,000,000 when aggregated with or greater than the Fair Market Value fair market value of all other Non-Cash Consideration received under this paragraph during the term assets which were the subject of this Agreement (calculated on a Pro Forma Basis)the Asset Sale; provided, with further, that except for Asset Sales in which the Fair Market Value assets that are the subject of each item the Asset Sale constitute Collateral, the principal amount of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, in each case, following shall be deemed to be cash for purposes of this Section 10.4 provision: (A) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) of this provision and for no other purpose. Within the Reinvestment Period after the Parent Borrower’s Company or any Subsidiary’s receipt Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee thereof) that are assumed or forgiven by the transferee of any such assets and (B) any 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 90 days of the Net Cash Proceeds closing of such Asset Sale (to the extent of the cash received). Notwithstanding the foregoing, (a) the restriction in clause (y) above will not apply, as to Asset Sales of assets not constituting Collateral, with respect to mortgages or other notes receivable received by the Company or any such Restricted Subsidiary from such transferee to the extent such mortgages or other notes receivable are Restricted Investments permitted to be made by the Company or such Restricted Subsidiary under Section 4.07 hereof and (b) any Asset Sale, Sale of real property constituting Collateral which is released from the Parent Borrower or such Subsidiary Lien of the Collateral Documents pursuant to the provisions of the applicable Deed of Trust relating to the sub-division of real property shall apply the Net Cash Proceeds from such constitute an Asset Sale:Sale of an asset not constituting Collateral.

Limitation on Sale of Assets. Holdings and the Borrowers will (i) The Company shall not, and will shall not permit any of their Subsidiary its Restricted Subsidiaries to, consummate conduct or suffer to exist an Asset Sale, except: Holdings unless (x) the Company (or such 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 fair market value (determined at the time of contractually agreeing to such Asset Sale) evidenced by a resolution of the assets sold or otherwise disposed of; Board of Directors set forth in an Officers' Certificate delivered to the Trustee) and if the property or assets sold or otherwise disposed of have a Fair Market Value in excess of $2,500,000, (y) at least 75% of the consideration therefor received by Holdings the Company or such Subsidiary, as the case may be, Restricted Subsidiary is in the form of cash or Cash Equivalents; provided that (a) the amount of Indebtednessprovided, other than liabilities that are by their terms Junior Debthowever, that are if the assets which were the subject of any Credit Party that is no longer a Subsidiary as a result the Asset Sale constitute Collateral, then (i) 100% of such Asset Sale, to the extent that Holdings and all Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness consideration received in connection with such the Asset Sale must be in the form of cash or Cash Equivalents and (bii) any Designated Non-Cash Consideration the Company must deliver to the Trustee the opinion of a Qualified Appraiser that the consideration received by Holdings or such Subsidiary in such connection with the Asset Sale having an aggregate Fair Market Value not is equal to exceed $10,000,000 when aggregated with or greater than the Fair Market Value fair market value of all other Non-Cash Consideration received under this paragraph during the term assets which were the subject of this Agreement (calculated on a Pro Forma Basis)the Asset Sale; provided, with further, that except for Asset Sales in which the Fair Market Value assets that are the subject of each item the Asset Sale constitute Collateral, the principal amount of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, in each case, following shall be deemed to be cash for purposes of this Section 10.4 provision: (A) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) of this provision and for no other purpose. Within the Reinvestment Period after the Parent Borrower’s Company or any Subsidiary’s receipt Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee thereof) that are assumed or forgiven by the transferee of any such assets and (B) any 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 90 days of the Net Cash Proceeds closing of any such Asset SaleSale (to the extent of the cash received). Notwithstanding the foregoing, the Parent Borrower restriction in clause (y) above will not apply, as to Asset Sales of assets not constituting Collateral, with respect to mortgages or other notes receivable received by the Company or any such Restricted Subsidiary from such transferee to the extent such mortgages or other notes receivable are Restricted Investments permitted to be made by the Company or such Restricted Subsidiary shall apply the Net Cash Proceeds from such Asset Sale:under Section 4.07 hereof.

Limitation on Sale of Assets. Holdings and Neither the Borrowers will notCompany nor the Parent shall, and will not neither the Company nor the Parent shall permit any of their Subsidiary respective Restricted Subsidiaries to, consummate conduct an Asset Sale, except: Holdings unless (x) the Company, the Parent or such 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 (determined at the time of contractually agreeing to such Asset Sale) fair market value of the assets sold or otherwise disposed of; of (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) and if the property or assets sold or otherwise disposed of have a Fair Market Value in excess of $2,500,000, (y) at least 75% of the consideration therefor received by Holdings the Company, the Parent or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided provided, however, that, with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of those hotel properties if that (a) Indebtedness is secured by a first priority Lien on the properties sold; provided, further, however, the principal amount of Indebtedness, other than liabilities that are by their terms Junior Debt, that are of any Credit Party that is no longer a Subsidiary as a result of such Asset Sale, to the extent that Holdings and all Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale and (b) any Designated Non-Cash Consideration received by Holdings or such Subsidiary in such Asset Sale having an aggregate Fair Market Value not to exceed $10,000,000 when aggregated with the Fair Market Value of all other Non-Cash Consideration received under this paragraph during the term of this Agreement (calculated on a Pro Forma Basis), 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, in each case, following shall be deemed to be cash for purposes of this Section 10.4 provision: (A) any liabilities (as shown on the Company's, the Parent's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto), of this provision the Company, the Parent or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or any Guarantee thereof) that are assumed by the transferee of any such assets and for no (B) any notes or other purpose. Within obligations received by the Reinvestment Period Company, the Parent or any such Restricted Subsidiary from such transferee that are converted by the Company, the Parent or such Restricted Subsidiary into cash within 90 days after the closing of such Asset Sale (to the extent of the cash received). Notwithstanding the foregoing, the restriction in clause (y) above will not apply with respect to mortgages, other notes receivable or other securities received by the Company, the Parent Borrower’s or any Subsidiary’s receipt Restricted Subsidiary from a transferee of any assets to the extent such mortgages, other notes receivable or other securities are Investments permitted to be made by the Company, the Parent or such Restricted Subsidiary under Section 4.7 hereof. In the event and to the extent that the Net Proceeds received by the Company, the Parent and their respective Restricted Subsidiaries collectively from one or more Asset Sales occurring on or after the Issuance Date in any period of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company, the Parent and their respective Restricted Subsidiaries has been filed with the SEC or otherwise provided to the Trustee), then the Company or the Parent shall, or shall cause the relevant Restricted Subsidiary to, within 365 days after the date the Net Cash Proceeds so received exceed 10% of Adjusted Consolidated Net Tangible Assets: (a) apply the Net Proceeds from such Asset Sale to prepay any Indebtedness under any Credit Facility, in order to effect a permanent reduction in the amount of Indebtedness that may be incurred pursuant to clause (b) of the second paragraph of Section 4.9 hereof, or (b) invest the Net Proceeds from such Asset Sale in property or assets used in a Hospitality-Related Business, provided that the Company, the Parent or such Restricted Subsidiary will have complied with this clause (b) if, within 365 days of such Asset Sale, the Company, the Parent Borrower or such Subsidiary Restricted Subsidiary, as applicable, shall apply the have commenced and not completed or abandoned an Investment in compliance with this clause (b) and shall have segregated such Net Cash Proceeds from the general funds of the Company, the Parent and their respective Subsidiaries for that purpose and such Investment is substantially completed within 180 days after the first anniversary of such Asset Sale:. Any Net 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 "Excess Proceeds". When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall make an offer, to all Holders of Notes and to holders of other Indebtedness that ranks by its terms pari passu in right of payment with the Notes and the terms of which contain substantially similar requirements with respect to the application of net proceeds from asset sales as are contained in this Indenture (an "Asset Sale Offer") to purchase on a pro rata basis the maximum principal amount of Notes of each series, that is an integral multiple of $1,000, that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Asset Sale Offer Price"), in accordance with the procedures set forth in this Indenture. To the extent that the aggregate amount of Notes and other such Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes of any series surrendered by Holders thereof exceeds the amount of Excess Proceeds available for purchase thereof, the Trustee shall select the Notes of such series to be purchased in the manner described under Section 3.3 hereof. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. Pending the final application of any Net Proceeds from an Asset Sale pursuant to this paragraph, the Company or any Restricted Subsidiary may temporarily reduce Indebtedness of the Company or a Restricted Subsidiary that ranks by its terms senior to the Notes or otherwise invest such Net Proceeds in Cash Equivalents. Any offer to purchase the Notes pursuant to this Section 4.10 shall be made pursuant to the provisions of Section 3.9 hereof. Simultaneously with the notification of such offer to the Trustee, the Company shall provide the Trustee with an Officer's is Certificate setting forth the calculations used in determining the amount of Excess Proceeds to be applied to the purchase of the Notes. The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with any offer to purchase and the purchase of Notes as described above. To the extent that the provisions of any securities laws or regulations conflict with Section 3.9 and this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the provisions of Section 3.9 and this Section 4.10 to make an Asset Sale Offer.

Limitation on Sale of Assets. Holdings and the Borrowers The Borrower will not, and will not permit any of their Subsidiary its Restricted Subsidiaries to, consummate an Asset Sale, exceptunless: Holdings (a) the Borrower 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 at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and (b) except in the case of a Permitted Asset Swap, if the property or assets sold or otherwise disposed of have a Fair Market Value in excess of the greater of (a) $2,500,00050,000,000 and (b) 1.5% of Consolidated Total Assets for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such disposition, either (A) at least 75% of the aggregate consideration therefor received by Holdings the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; Equivalents or (B) at least 50% of the consideration therefor received by the Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents (provided that the Net Cash Proceeds received pursuant to this clause (aB) must be used to repay the amount Loans in accordance with Section 5.2(a) within three (3) Business Days of Indebtedness, other than liabilities that are by their terms Junior Debt, that are of any Credit Party that is no longer a Subsidiary as a result of such Asset Sale, to the extent that Holdings and all Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale and (b) any Designated Non-Cash Consideration received by Holdings or such Subsidiary in such Asset Sale having an aggregate Fair Market Value not to exceed $10,000,000 when aggregated with the Fair Market Value of all other Non-Cash Consideration received under this paragraph during the term of this Agreement (calculated on a Pro Forma Basis), with the Fair Market Value of each item of Designated Non-Cash Consideration being measured at the time received receipt thereof and without giving effect to subsequent changes in value, in each case, shall be deemed to be cash for purposes clause (d) of this Section 10.4 the definition of this provision and for no other purpose. Within Net Cash Proceeds); provided that the Reinvestment Period after amount of: (i) any liabilities (as reflected on the Parent Borrower’s most recent consolidated balance sheet or any Subsidiaryin the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Borrower’s receipt consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such consolidated balance sheet, as determined in good faith by the Net Cash Proceeds Borrower) of any Asset Sale, the Parent Borrower or such Subsidiary shall apply the Net Cash Proceeds from such Asset Sale:-132- US-DOCS\118329784.0000000000.6

Limitation on Sale of Assets. Holdings and the Borrowers will not, and will not permit any of their Restricted Subsidiary to, consummate an Asset Sale, exceptunless: (a). Holdings 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 at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and (b). except in the case of a Permitted Asset Swap, if the property or assets sold or otherwise disposed of have a Fair Market Value in excess of $2,500,00025,000,000, at least 75% in the aggregate since the Closing Date of the consideration therefor received by Holdings or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that (a) the amount of: (i). any liabilities (as reflected on Holdings’ most recent consolidated balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on Holdings’ 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 Holdings) of Holdings, other than liabilities that are by their terms subordinated to the Loans, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with the transactions relating to such Asset Sale) and for which Holdings and all such Restricted Subsidiaries have been validly released by all applicable creditors in writing; -163- (ii). any securities, notes or other obligations or assets received by Holdings or such Restricted Subsidiary from such transferee that are converted by Holdings or such Restricted 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), in each case, within 180 days following the closing of such Asset Sale; (iii) Indebtedness, other than liabilities that are by their terms Junior Debtsubordinated to the Loans, that are of any Credit Party Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that Holdings and all Restricted Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale Sale; and (biv) any Designated Non-Cash Consideration received by Holdings or such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value not to exceed $10,000,000 when aggregated Value, taken together with the Fair Market Value of all other Designated Non-Cash Consideration received under pursuant to this paragraph during clause (iv) that is at that time outstanding, not to exceed the term greater of this Agreement (calculated on a Pro Forma Basis)$195,000,000 or 6.0% 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, in each case, shall be deemed to be cash for purposes of this Section 10.4 clause (b) of this provision and for no other purpose. Within the Reinvestment Period after the Parent Borrower’s Holdings’ or any Restricted Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the Parent Borrower Holdings or such Restricted Subsidiary shall apply the Net Cash Proceeds from such Asset Sale:: (i) (x) to prepay Loans or Permitted Other Indebtedness in accordance with Section 5.2(a)(i) or (y) to the extent not required to prepay Loans pursuant to Section 5.2(a)(i), be retained by the Borrowers and/or Restricted Subsidiaries (any such amounts, “Retained Asset Sale Proceeds”); and/or (ii) to make investments in the Borrowers and its Subsidiaries; provided that Holdings and the Restricted Subsidiaries will be deemed to have complied with this clause (ii) if and to the extent that, within the Reinvestment Period after the Asset Sale that generated the Net Cash Proceeds, Holdings or such Restricted Subsidiary has entered into and not abandoned or rejected a binding agreement or letter of intent to consummate any such investment described in this clause (ii) with the good faith expectation that such Net Cash Proceeds will be applied to satisfy such commitment within 180 days of such commitment and, in the event any such commitment is later cancelled or terminated for any reason before the Net Cash Proceeds are applied in connection therewith, Holdings or such Restricted Subsidiary prepays the Loans in accordance with Section 5.2(a)(i). (c). Pending the final application of any Net Cash Proceeds pursuant to this covenant, Holdings or the applicable Restricted Subsidiary may apply such Net Cash Proceeds temporarily to -164- reduce Indebtedness outstanding under the Revolving Credit Facility or any other revolving credit facility or otherwise invest such Net Cash Proceeds in any manner not prohibited by this Agreement. 10.5

Limitation on Sale of Assets. Holdings and the Borrowers The Parent Borrower will not, and will not permit any of their Restricted Subsidiary to, consummate an Asset Sale, exceptunless: Holdings the Parent Borrower 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 (determined at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and except in the case of a Permitted Asset Swap, if the property or assets sold or otherwise disposed of have a Fair Market Value in excess of (i) the greater of $2,500,00019,000,000 and 10.0% of Consolidated EBITDA for the most recently ended Test Period in the case of any individual transaction or series of related transactions and (ii) in the case of any transactions not excluded pursuant to the preceding clause (i), the greater of $29,000,000 and 15.0% of Consolidated EBITDA for the most recently ended Test Period in any fiscal year of the Parent Borrower, at least 7575.0% of the consideration therefor received by Holdings the Parent Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that (a) the amount of: any liabilities (as reflected on the Parent Borrower’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Parent Borrower’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 Parent Borrower) of the Parent Borrower, any other Borrower or any Restricted Subsidiary, other than liabilities that are by their terms Junior Debt, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with the transactions relating to such Asset Sale) and for which the Parent Borrower, other Borrowers and all such Restricted Subsidiaries have been validly released by all applicable creditors in writing; any securities, notes or other obligations or assets received by the Parent Borrower or such Restricted Subsidiary from such transferee that are converted by the Parent Borrower or such Restricted 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), in each case, within 180 days following the closing of such Asset Sale; Indebtedness, other than liabilities that are by their terms Junior Debt, that are of any Credit Party Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale, to the extent that Holdings the Parent Borrower and all Restricted Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale Sale; and (b) any Designated Non-Cash Consideration received by Holdings the Parent Borrower or such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value not to exceed $10,000,000 when aggregated Value, taken together with the Fair Market Value of all other Designated Non-Cash Consideration received under pursuant to this paragraph during clause (iv) that is at that time outstanding, not to exceed the term greater of this Agreement (calculated on a Pro Forma Basis)$48,000,000 and 25.0% of Consolidated EBITDA for the most recently ended Test Period, 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, in each case, shall be deemed to be cash for purposes of this Section 10.4 of this provision and for no other purpose. Within Pending the Reinvestment Period after the Parent Borrower’s or final application of any Subsidiary’s receipt of the Net Cash Proceeds of any Asset Salepursuant to Section 5.2, the Parent Borrower or the applicable Restricted Subsidiary may apply such Subsidiary shall apply the Net Cash Proceeds from to temporarily reduce Indebtedness outstanding under the Revolving Credit Facility or any other revolving credit facility or otherwise invest such Asset Sale:Net Cash Proceeds in any manner not prohibited by this Agreement. To the extent that any Collateral is disposed of as permitted by this Section 10.4 to any Person other than a Credit Party, such Collateral shall automatically be sold free and clear of the Liens created by the Credit Documents (which Liens shall be automatically released upon the consummation of such disposition) and the Administrative Agent shall be authorized to take, and shall take, any actions reasonably requested by the Parent Borrower or otherwise deemed appropriate in order to effect the foregoing.

Limitation on Sale of Assets. Holdings and the Borrowers will (a) The Company shall not, and will shall not permit any of their Restricted Subsidiary to, directly or indirectly, consummate an any Asset Sale, except: Holdings Sale unless (i) the consideration received by the Company or such Subsidiary, as the case may be, receives consideration at the time of Restricted Subsidiary for such Asset Sale at least equal to is not less than the Fair Market Value (determined at the time of contractually agreeing to such Asset Sale) fair market value of the assets sold or otherwise disposed of; (as determined by the Board of Directors of the Company, whose determination shall be conclusive and if the property or assets sold or otherwise disposed of have evidenced by a Fair Market Value in excess of $2,500,000, Board Resolution) and (ii) at least 75% of the such consideration therefor received by Holdings or such Subsidiary, as the case may be, is in the form consists of cash or Cash Equivalents; provided provided, however, that (aA) the amount of Indebtedness, any Indebtedness of a Restricted Subsidiary that is not a Guarantor of any Indebtedness of the Company (other than liabilities that are by their terms Junior Debt, that are Subordinated Indebtedness) or Indebtedness of any Credit Party Subsidiary Guarantor (other than Subordinated Indebtedness) that is no longer a Subsidiary as a result of such Asset Sale, to assumed by the extent that Holdings and all Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness transferee in connection with such Asset Sale and (b) any Designated Non-Cash Consideration received by Holdings or such Subsidiary in such Asset Sale having an aggregate Fair Market Value not to exceed $10,000,000 when aggregated with from which the Fair Market Value of all other Non-Cash Consideration received under this paragraph during Company and the term of this Agreement (calculated on a Pro Forma Basis), 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, in each case, Restricted Subsidiaries are fully released shall be deemed to be cash for purposes of this Section 10.4 determining the percentage of this provision cash consideration received by the Company and for no other purpose. Within the Reinvestment Period after the Parent Borrower’s its Restricted Subsidiaries (excluding any liabilities that are incurred in connection with or any Subsidiary’s receipt in anticipation of the Net Cash Proceeds of any Asset Sale, the Parent Borrower or such Subsidiary shall apply the Net Cash Proceeds from such Asset Sale:) and (B) any securities, notes or other similar obligations received by the Company or such Restricted Subsidiary from such transferee that are converted, sold or exchanged within 30 days of the related Asset Sale into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) shall be deemed to be cash for purposes of determining the percentage of cash consideration received by the Company or the Restricted Subsidiaries.

Limitation on Sale of Assets. Holdings and the Borrowers (a) Publishing will not, and will not permit any of their Subsidiary its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless (i) at least 80% of the proceeds from such Asset Sale are received in cash (provided that the amount of (A) any Pari Passu Indebtedness or Indebtedness of such Restricted Subsidiary that is pari passu with any guarantee of the Securities (as shown on Publishing's or such Restricted Subsidiaries' most recent balance sheet or in the notes thereto) of Publishing or any such Restricted Subsidiary that is assumed by the transferee of any asset in connection with any Asset Sale and (B) any deferred payment obligations received by Publishing or any such Restricted Subsidiary as proceeds of an Asset Sale that are concurrently with the Asset Sale converted into cash without recourse to Publishing or any of its Restricted 121 121 Subsidiaries shall be deemed to be cash for purposes of this provision; provided further that, for purposes of this clause (i), "cash" shall include any cash proceeds received from the sale of securities received in an Asset Sale as long as at the time of such Asset Sale, except: Holdings Publishing or such its Restricted Subsidiary, as applicable, has entered into a legally binding agreement for the case may besale of such securities and such securities are sold within 90 days of such Asset Sale; and provided further that this clause (i) shall not apply to (w) Newspaper Businesses received by Publishing or a Restricted Subsidiary from the transferee as consideration for an Asset Sale (an "Asset Swap") so long as, immediately before and immediately after giving effect to such transaction on a pro forma basis, Publishing could Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the provisions of Section 10.08, (x) a CST Real Estate Transaction or (y) a Permitted Real Estate Sale)) and (ii) Publishing or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (determined at the time of contractually agreeing to such Asset Sale) fair market value of the assets sold or otherwise disposed of; and if the property shares or assets sold (as determined by the Board of Directors of Publishing and evidenced by a board resolution). The value of any properties or otherwise disposed assets (other than cash) received pursuant to an Asset Sale shall be determined by the Board of have Directors of Publishing and evidenced by a Fair Market Value Board Resolution; provided that if the value of the asset which is the subject of the Asset Sale is in excess of $2,500,00025,000,000, at least 75% the value of the consideration therefor properties or assets received shall be determined by Holdings an independent nationally recognized investment banking firm or such Subsidiary, as the case may be, is firm experienced in the form appraisal or similar review of cash or Cash Equivalents; similar types of assets (provided that (a) the amount of Indebtedness, other than liabilities that are by their terms Junior Debt, that are of any Credit Party that is no longer a Subsidiary as a result of such Asset Sale, to the extent that Holdings and all Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale and (b) any Designated Non-Cash Consideration received by Holdings or such Subsidiary in such Asset Sale having an aggregate Fair Market Value not to exceed $10,000,000 when aggregated with the Fair Market Value of all other Non-Cash Consideration received under this paragraph during the term for purposes of this Agreement (calculated on a Pro Forma Basis)sentence, 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, in each case, any CST Real Estate Transaction shall be deemed to be cash for purposes of this Section 10.4 of this provision and for no other purpose. Within the Reinvestment Period after the Parent Borrower’s or any Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the Parent Borrower or such Subsidiary shall apply the Net Cash Proceeds from such Asset Sale:involve an asset whose value exceeds $25,000,000).

Limitation on Sale of Assets. Holdings and the Borrowers (a) The Company will not, and will not cause or permit any of their Subsidiary its Restricted Subsidiaries to, directly or indirectly, consummate an Asset SaleSale unless (1) at least 75% of the consideration from such Asset Sale is received in cash, except: Holdings Cash Equivalents or Replacement Assets and (2) the Company or such Subsidiary, as the case may be, Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (determined at of the time of contractually agreeing shares or assets subject to such Asset Sale. For purposes of Section (a)(1) of this Section 1012, the assets sold or otherwise disposed of; and if the property or assets sold or otherwise disposed of have a Fair Market Value in excess of $2,500,000, at least 75% of the consideration therefor received by Holdings or such Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that following will be deemed to be cash: (aA) the amount of Indebtedness, any liabilities (other than liabilities that are by their terms Junior Debt, that are Subordinated Indebtedness) of the Company or any Credit Party Restricted Subsidiary that is no longer a Subsidiary as a result of such Asset Sale, to actually assumed by the extent that Holdings and all Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness transferee in connection with such Asset Sale and from which the Company and the Restricted Subsidiaries are fully and unconditionally released (bexcluding any liabilities that are incurred in connection with or in anticipation of such Asset Sale and contingent liabilities); (B) the amount of any notes, securities or other similar obligations received by the Company or any Restricted Subsidiary from such transferee that is converted, sold or exchanged within 90 days of the related Asset Sale by the Company or the Restricted Subsidiaries into cash in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange; and (C) the amount of any Designated Non-Cash cash Consideration received by Holdings the Company or any of its Restricted Subsidiaries in the Asset Sale; provided that the aggregate of such Subsidiary Designated Non-cash Consideration received in such connection with Asset Sale having an aggregate Fair Market Value Sales (and still held) shall not to exceed $10,000,000 when aggregated 5 million at any one time (with the Fair Market Value of all other Non-Cash Consideration received under this paragraph during the term of this Agreement (calculated on a Pro Forma Basis), with the Fair Market Value of in each item of Designated Non-Cash Consideration case being measured at the time received and without giving effect to subsequent changes in value, in each case, shall be deemed to be cash for purposes of this Section 10.4 of this provision and for no other purpose. Within the Reinvestment Period after the Parent Borrower’s or any Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the Parent Borrower or such Subsidiary shall apply the Net Cash Proceeds from such Asset Sale:).

Limitation on Sale of Assets. Holdings The Borrower and the Borrowers Parent Guarantors will not, and will not permit any of their Subsidiary the Restricted Subsidiaries to, consummate an Asset Sale(i) convey, except: Holdings sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets (including receivables and leasehold interests), whether now owned or hereafter acquired (other than any such sale, transfer, assignment or other disposition resulting from any casualty or condemnation, of any assets of the Borrower or the Restricted Subsidiaries) or (ii) sell to any Person (other than the Borrower or a Guarantor) any shares owned by it of any Restricted Subsidiary’s Capital Stock or issue any Capital Stock of a Restricted Subsidiary to any Person (other than the Borrower or a Guarantor or, as solely in the case of a Restricted Subsidiary that is not a Guarantor, to another Restricted Subsidiary), except that: (a) the Parent Guarantors, the Borrower and the Restricted Subsidiaries may besell, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (determined at the time of contractually agreeing to such Asset Sale) of the assets sold transfer or otherwise disposed ofdispose of used or surplus equipment, vehicles, inventory and other assets, including any tangible or intangible property, in the ordinary course of business; (b) the Borrower and if the property or assets sold Restricted Subsidiaries may sell, transfer or otherwise disposed dispose of have other assets (other than accounts receivable (unless in connection with a Fair Market Value sale of a division as permitted herein)) for fair market value; provided that (i) with respect to any such sale, transfer or disposition pursuant to this clause (b) for a purchase price in excess of $2,500,0005,000,000, at least the Borrower or such Restricted Subsidiary shall receive not less than 75% of the such consideration therefor received by Holdings or such Subsidiary, as the case may be, is in the form of cash or Cash Equivalentscash equivalents (in each case, free and clear of all Liens, other than Liens granted under the Security Documents and nonconsensual Liens permitted under Section 10.2); provided that for the purposes of this clause (a) the amount of Indebtednessi), other than liabilities that are by their terms Junior Debt, that are of any Credit Party that is no longer a Subsidiary as a result of such Asset Sale, to the extent that Holdings and all Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale and (b) any Designated Non-Cash Consideration received by Holdings the Borrower or such Restricted Subsidiary in respect of such Asset Sale sale, transfer or disposition having an aggregate Fair Market Value not to exceed $10,000,000 when aggregated fair market value, taken together with the Fair Market Value of all other Designated Non-Cash Consideration received under pursuant to this paragraph during Section 10.4(b) that has not been converted to cash, not in excess of $70,000,000 at the term time of this Agreement (calculated on a Pro Forma Basis)the receipt of such Designated Non-Cash Consideration, with the Fair Market Value fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall, in each case, shall be deemed to be cash, (ii) any non-cash for purposes of this proceeds received are pledged to the Administrative Agent to the extent required under Section 10.4 of this provision and for no other purpose. Within the Reinvestment Period after the Parent Borrower’s or any Subsidiary’s receipt of 9.12, (iii) the Net Cash Proceeds of any such transaction which is an Asset SaleSale Prepayment Event shall be applied to prepay the Loans to the extent provided for in Section 5.2(a), (iv) with respect to any such sale, transfer or disposition (or series of related sales, transfers or dispositions), the Borrower shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenant, as such covenant is recomputed as at the last day of the most recently ended Test Period for which Section 9.1 Financials have been delivered and (v) after giving effect to any such sale, transfer or disposition, no Default or Event of Default shall have occurred and be continuing; (c) (i) the Parent Guarantors, the Borrower and the Restricted Subsidiaries may make sales of assets to the Borrower or to any Subsidiary Guarantor or any Parent Guarantor; and (ii) the Borrower and the Restricted Subsidiaries may make sales of assets to Restricted Subsidiaries that are not Guarantors; provided that, in the case of this clause (ii), (w) such sale, transfer or disposition shall be for fair market value, (x) the aggregate amount of such sales, transfers and dispositions since the Closing Date shall not exceed $70,000,000, (y) at least 50% of the consideration received by the Borrower and the Restricted Subsidiaries shall consist of cash and cash equivalents) and (z) any non-cash proceeds received are pledged to the Administrative Agent to the extent required under Section 9.12; (d) any Parent Guarantor, the Borrower or any Restricted Subsidiary shall apply may effect any transaction permitted by Section 10.3 or 10.6; (e) in addition to selling or transferring accounts receivable pursuant to the other provisions hereof, the Borrower and the Restricted Subsidiaries may (i) sell or discount without recourse accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof and (ii) sell or transfer accounts receivable and related rights pursuant to customary receivables financing facilities so long as, in the case of clauses (i) and (ii), the Net Cash Proceeds from thereof to the Borrower and its Restricted Subsidiaries (except in the case of transactions permitted by Section 10.4(e)(i) to the extent the Net Cash Proceeds of any such transaction do not exceed $10,000) are promptly applied to the prepayment of Loans and/or commitment reductions as provided for in Section 5.2; (f) the Borrower and its Restricted Subsidiaries may lease or sub-lease any real property or personal property in the ordinary course of business; (g) any Asset Swap shall be permitted; provided that (i) no Default or Event of Default shall exist and be continuing before or after giving effect thereto and (ii) if and to the extent that the Borrower and its Restricted Subsidiaries receive consideration for the cable television system or systems (or portions thereof) and related assets transferred to them in connection with such Asset Sale:Swap that is in addition to the cable television systems (or portions thereof) and related assets received upon disposition thereof, such Asset Swap shall be deemed to be a disposition of assets and shall be permitted only if the provisions of Section 10.4(b) and Section 5.2 shall be complied with in connection therewith; (h) the Borrower and its Restricted Subsidiaries may abandon, allow to lapse or otherwise dispose of intangible property that the Borrower or such Restricted Subsidiary shall determine in its reasonable business judgment is immaterial to the conduct of its business; (i) forgiveness of any loans or advances made pursuant to Section 10.5(c); (j) licensing and cross-licensing arrangements involving any technology or other intellectual property of the Borrower or any Restricted Subsidiary in the ordinary course of business;

Limitation on Sale of Assets. Holdings and the Borrowers (a) The Company will not, and will not cause or permit any of their Subsidiary its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale, except: Holdings Sale unless (i) at least 75% of the consideration from such Asset Sale is received in cash or Temporary Cash Investments and (ii) the Company or such Subsidiary, as the case may be, Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (determined at of the time of contractually agreeing shares or assets subject to such Asset SaleSale (as determined by the Board of Directors of the Company and evidenced in a Board Resolution); 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 assets sold Company or otherwise disposed of; and if the property or assets sold or otherwise disposed of have a Fair Market Value in excess of $2,500,000, at least 75% of the consideration therefor received by Holdings or such Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that any Restricted Subsidiary (a) the amount of Indebtedness, other than contingent liabilities, liabilities that are by their terms Junior Debt, subordinated to or rank equally with the Securities or any guarantee thereof and liabilities that are incurred in connection with or in contemplation of the related Asset Sale) that are assumed by the transferee of any Credit Party such assets pursuant to a customary novation agreement that is no longer a fully and unconditionally releases the Company or such Restricted Subsidiary as a result of from further liability and (y) any securities, notes or other obligations received by the Company or any such Asset Sale, Restricted Subsidiary from such transferee that are promptly converted by the Company or such Restricted Subsidiary into cash or Temporary Cash Investments (to the extent that Holdings and all Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale and (bthe cash received) any Designated Non-Cash Consideration received by Holdings or such Subsidiary in such Asset Sale having an aggregate Fair Market Value not to exceed $10,000,000 when aggregated with the Fair Market Value of all other Non-Cash Consideration received under this paragraph during the term of this Agreement (calculated on a Pro Forma Basis), 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, in each case, shall be deemed to be cash for purposes of this Section 10.4 of this provision provision; and for no other purpose. Within provided, further, that the Reinvestment Period after 75% limitation referred to in clause (ii) above will not apply to any Asset Sale in which the Parent Borrower’s cash or any Subsidiary’s receipt Temporary Cash Investments portion of the Net Cash Proceeds of any Asset Saleconsideration received therefrom, determined in accordance with the Parent Borrower foregoing proviso, is equal to or such Subsidiary shall apply greater than what the Net Cash Proceeds from after-tax proceeds would have been had such Asset Sale:Sale complied with the aforementioned 75% limitation.

Limitation on Sale of Assets. Holdings and the Borrowers will not, and will not permit any of their Subsidiary to, consummate an Asset Sale, except: Holdings or such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (determined at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and if the property or assets sold or otherwise disposed of have a Fair Market Value in excess of $2,500,0002,500,000the greater of (x) $5,000,000 and (y) 5.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis), at least 75% of the consideration therefor received by Holdings or such Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that (a) any liabilities (as reflected on the Parent Borrower’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Parent Borrower’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 Parent Borrower) of the Parent Borrower, other than liabilities that are by their terms Junior Debt, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with the transactions relating to such Asset Sale) and for which the Parent Borrower and all such Subsidiaries have been validly released by all applicable creditors in writing; (b) any securities, notes or other obligations or assets received by the Parent Borrower or such Subsidiary from such transferee that are converted by the Parent Borrower or such 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), in each case, within 180 days following the closing of such Asset Sale; (c) the amount of Indebtedness, other than liabilities that are by their terms Junior Debt, that are of any Credit Party that is no longer a Subsidiary as a result of such Asset Sale, to the extent that Holdings and all Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale and (bbd) any Designated Non-Cash Consideration received by Holdings or such Subsidiary in such Asset Sale having an aggregate Fair Market Value not to exceed $10,000,000 10,000,000the greater of $28,000,000 or 28.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) when aggregated with the Fair Market Value of all other Non-Cash Consideration received under this paragraph during the term of this Agreement (calculated on a Pro Forma Basis), 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, in each case, shall be deemed to be cash for purposes of this Section 10.4 of this provision and for no other purpose. 110 Within the Reinvestment Period after the Parent Borrower’s or any Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the Parent Borrower or such Subsidiary shall apply the Net Cash Proceeds from such Asset Sale:

Limitation on Sale of Assets. Holdings and the Borrowers will not, and will not permit any of their Subsidiary to, consummate an Asset Sale, except: Holdings or such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (determined at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and if the property or assets sold or otherwise disposed of have a Fair Market Value in excess of $2,500,0002,500,000the greater of (x) $5,000,000 and (y) 5.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis), at least 75% of the consideration therefor received by Holdings or such Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that (a) any liabilities (as reflected on the Parent Borrower’s most recent consolidated balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been reflected on the Parent Borrower’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 Parent Borrower) of the Parent Borrower, other than liabilities that are by their terms Junior Debt, that are assumed by the transferee of any such assets (or are otherwise extinguished in connection with the transactions relating to such Asset Sale) and for which the Parent Borrower and all such Subsidiaries have been validly released by all applicable creditors in writing; (b) any securities, notes or other obligations or assets received by the Parent Borrower or such Subsidiary from such transferee that are converted by the Parent Borrower or such 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), in each case, within 180 days following the closing of such Asset Sale; (c) the amount of Indebtedness, other than liabilities that are by their terms Junior Debt, that are of any Credit Party that is no longer a Subsidiary as a result of such Asset Sale, to the extent that Holdings and all Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale and (bbd) any Designated Non-Cash Consideration received by Holdings or such Subsidiary in such Asset Sale having an aggregate Fair Market Value not to exceed the greater of $10,000,000 1028,000,000 or 28.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) when aggregated with the Fair Market Value of all other Non-Cash Consideration received under this paragraph during the term of this Agreement (calculated on a Pro Forma Basis), 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, in each case, shall be deemed to be cash for purposes of this Section 10.4 of this provision and for no other purpose. Within the Reinvestment Period after the Parent Borrower’s or any Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the Parent Borrower or such Subsidiary shall apply the Net Cash Proceeds from such Asset Sale:

Limitation on Sale of Assets. Holdings and the Borrowers (a) Publishing will not, and will not permit any of their Subsidiary its Restricted Subsidiaries to, directly or indirectly, consummate an Asset Sale unless (i) at least 80% of the proceeds from such Asset Sale are received in cash (provided that the amount of (A) any Pari Passu Indebtedness or Indebtedness of such Restricted Subsidiary that is pari passu with any guarantee of the Securities (as shown on Publishing's or such Restricted Subsidiaries' most recent balance sheet or in the notes thereto) of Publishing or any such Restricted Subsidiary that is assumed by the transferee of any asset in connection with any Asset Sale and (B) any deferred payment obligations received by Publishing or any such Restricted Subsidiary as proceeds of an Asset Sale that are concurrently with the Asset Sale converted into cash without recourse to Publishing or any of its Restricted Subsidiaries shall be deemed to be cash for purposes of this provision; provided further that, for purposes of this clause (i), "cash" shall include any cash proceeds received from the sale of securities received in an Asset Sale as long as at the time of such Asset Sale, except: Holdings Publishing or such its Restricted Subsidiary, as applicable, has entered into a legally binding agreement for the case may besale of such securities and such securities are sold within 90 days of such Asset Sale; and provided further that this clause (i) shall not apply to (x) Newspaper Businesses received by Publishing or a Restricted Subsidiary from the transferee as consideration for an Asset Sale (an "Asset Swap") so long as, immediately before and immediately after giving effect to such transaction on a pro forma basis, Publishing could Incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the provisions of Section 10.08, (y) a CST Real Estate Transaction or (z) a Permitted Real Estate Sale)) and (ii) Publishing or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value (determined at the time of contractually agreeing to such Asset Sale) fair market value of the shares or assets 113 105 sold (as determined by the Board of Directors of Publishing and evidenced by a board resolution). The value of any properties or otherwise disposed ofassets (other than cash) received pursuant to an Asset Sale shall be determined by the Board of Directors of Publishing and evidenced by a Board Resolution; and provided that if the property or assets sold or otherwise disposed value of have a Fair Market Value the asset which is the subject of the Asset Sale is in excess of $2,500,00025,000,000, at least 75% the value of the consideration therefor properties or assets received shall be determined by Holdings an independent nationally recognized investment banking firm or such Subsidiary, as the case may be, is firm experienced in the form appraisal or similar review of cash or Cash Equivalents; similar types of assets (provided that (a) the amount of Indebtedness, other than liabilities that are by their terms Junior Debt, that are of any Credit Party that is no longer a Subsidiary as a result of such Asset Sale, to the extent that Holdings and all Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale and (b) any Designated Non-Cash Consideration received by Holdings or such Subsidiary in such Asset Sale having an aggregate Fair Market Value not to exceed $10,000,000 when aggregated with the Fair Market Value of all other Non-Cash Consideration received under this paragraph during the term for purposes of this Agreement (calculated on a Pro Forma Basis)sentence, 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, in each case, any CST Real Estate Transaction shall be deemed to be cash for purposes of this Section 10.4 of this provision and for no other purpose. Within the Reinvestment Period after the Parent Borrower’s or any Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the Parent Borrower or such Subsidiary shall apply the Net Cash Proceeds from such Asset Sale:involve an asset whose value exceeds $25,000,000).

Limitation on Sale of Assets. Holdings and the Borrowers will notConvey, and will not permit sell, lease, assign, exchange, transfer or otherwise dispose of (a "Disposition") any of their Subsidiary toits property, consummate an Asset Salebusiness or assets (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired to any Person or, in the case of any Restricted Subsidiary, issue or sell any shares of or other interests in such Restricted Subsidiary's Capital Stock to any Person other than the Borrower, except: Holdings (a) the Disposition of property in the ordinary course of business (which shall not be construed to include the Disposition of any License, Franchise or Cable System); (b) Dispositions of property between the Borrower and the Restricted Subsidiaries or between the Restricted Subsidiaries provided that in the case of the Borrower, such Disposition is less than substantially all of its assets; (c) the Borrower may designate any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 8.6 and may make Restricted Payments in accordance with Section 8.7; and (d) other Dispositions, provided that in the case of the Borrower, such Disposition is less than substantially all of its assets and in the case of the Borrower or any Restricted Subsidiary, as the case may be, all of the following conditions are satisfied: (i) the Borrower or such Restricted Subsidiary receives consideration that represents the fair market value of such assets at the time of such Asset Disposition, (ii) any such Disposition shall be on a nonrecourse basis (except that the Borrower or such Restricted Subsidiary may make 57 64 commercially reasonable representations, warranties and indemnities with respect to such properties or assets that are normal and customary in the cable television business ("Permitted Sale at least Representations"), (iii) no Default or Event of Default shall have occurred and be continuing either before or after the consummation of such transaction and (iv) either (1) the Leverage Ratio is less than or equal to the Fair Market Value (determined at the time of contractually agreeing 3.75 to 1.00 after giving effect to such Asset SaleDisposition or (2) if the Leverage Ratio is greater than 3.75 to 1.00 after giving effect to such Disposition then the Borrower and the Restricted Subsidiaries may make other Dispositions so long as after giving effect to such proposed Disposition (x) the sum, without duplication, of (A) the Net Unrestricted Designated Subsidiaries Three Month Cash Flow for the prior twelve month period (or shorter period commencing on the Effective Date) ending on the date of such proposed transaction, (B) the Three Month Cash Flow attributable to the assets sold to be sold, leased, transferred, assigned or otherwise disposed of; of and (C) the Three Month Cash Flow attributable to all assets sold, leased, transferred, assigned or otherwise disposed of during the prior twelve month period (or shorter period commencing on the Effective Date) ending on the date of such proposed transaction shall not exceed 15% of the Three Month Cash Flow of the Borrower and the Restricted Subsidiaries, and (y) the sum, without duplication of (A) the Net Unrestricted Designated Subsidiaries Three Month Cash Flow for the five-year period (or shorter period commencing on the Effective Date) ending on the date of such proposed transaction, (B) the Three Month Cash Flow attributable to the assets to be sold, leased, transferred, assigned or otherwise disposed of and (C) the Three Month Cash Flow attributable to all assets sold, leased, transferred, assigned or disposed of during the five-year period (or shorter period commencing on the Effective Date) ending on the date of such proposed transaction shall not exceed 30% of the Three Month Cash Flow of the Borrower and the Restricted Subsidiaries. Notwithstanding anything to the contrary contained in the foregoing, if the property Leverage Ratio is less than or assets equal to 3.75 to 1.00 for a period of twelve consecutive months all prior Dispositions and Unrestricted Subsidiary Designations shall be excluded from subsequent determinations pertaining to the foregoing clause (y). Upon request by and at the expense of the Borrower, the Administrative Agent shall release any Liens arising under the Security Documents with respect to any Collateral which (i) is permitted to be disposed of pursuant to Section 8.5(a), (ii) consists of the Capital Stock of a Restricted Subsidiary which is designated as an Unrestricted Subsidiary pursuant to Section 8.6, or (iii) is sold or otherwise disposed of have a Fair Market Value in excess of $2,500,000, at least 75% of the consideration therefor received by Holdings or such Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that (a) the amount of Indebtedness, other than liabilities that are by their terms Junior Debt, that are of any Credit Party that is no longer a Subsidiary as a result of such Asset Sale, to the extent that Holdings and all Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale and (b) any Designated Non-Cash Consideration received by Holdings or such Subsidiary in such Asset Sale having an aggregate Fair Market Value not to exceed $10,000,000 when aggregated compliance with the Fair Market Value terms of all other Non-Cash Consideration received under this paragraph during the term of this Agreement (calculated on a Pro Forma BasisSection 8.5(d), 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, in each case, shall be deemed to be cash for purposes of this Section 10.4 of this provision and for no other purpose. Within the Reinvestment Period after the Parent Borrower’s or any Subsidiary’s receipt of the Net Cash Proceeds of any Asset Sale, the Parent Borrower or such Subsidiary shall apply the Net Cash Proceeds from such Asset Sale:8.6

Limitation on Sale of Assets. Holdings and the Borrowers will The Company shall not, and will shall not permit any of their Subsidiary its Restricted Subsidiaries to, consummate conduct an Asset Sale, except: Holdings unless (x) the Company (or such 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 (determined at the time of contractually agreeing to such Asset Sale) fair market value of the assets sold or otherwise disposed of; of (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) and if the property or assets sold or otherwise disposed of have a Fair Market Value in excess of $2,500,000, (y) at least 75% of the consideration therefor received by Holdings the Company or such Subsidiary, as the case may be, Restricted Subsidiary is in the form of cash or Cash Equivalents; provided PROVIDED, HOWEVER, that (a) the principal amount of Indebtedness, other than liabilities that are by their terms Junior Debt, that are of any Credit Party that is no longer a Subsidiary as a result of such Asset Sale, to the extent that Holdings and all Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale and (b) any Designated Non-Cash Consideration received by Holdings or such Subsidiary in such Asset Sale having an aggregate Fair Market Value not to exceed $10,000,000 when aggregated with the Fair Market Value of all other Non-Cash Consideration received under this paragraph during the term of this Agreement (calculated on a Pro Forma Basis), 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, in each case, following shall be deemed to be cash for purposes of this provision: (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 liabilities that are by their terms subordinated to the Notes or any Guarantee thereof) that are assumed by the transferee of any such assets and (B) any 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 90 days of the closing of such Asset Sale (to the extent of the cash received). Notwithstanding the foregoing, the restriction in clause (y) above will not apply with respect to mortgages, other notes receivable or other securities received by the Company or any Restricted Subsidiary from a transferee of any assets to the extent such mortgages, other notes receivable or other securities are Investments permitted to be made by the Company or such Restricted Subsidiary under Section 10.4 of this provision and for no other purpose4.7 hereof. Within the Reinvestment Period after the Parent Borrower’s or any Subsidiary’s receipt of the Net Cash Proceeds 365 days of any Asset Sale, the Parent Borrower Company or such Restricted Subsidiary shall may (a) apply the Net Cash Proceeds from such Asset Sale to repay any Indebtedness that ranks by its terms senior to the Notes (or any Guarantee thereof) and, in the case of any Indebtedness under the Credit Agreement, to effect a permanent reduction in the amount of Indebtedness that may be incurred pursuant to clause (ii) of the second paragraph of Section 4.9 hereof, or (b) invest the Net Proceeds from such Asset Sale in property or assets used in a Hospitality-Related Business, PROVIDED that the Company or such Restricted Subsidiary will have complied with this clause (b) if, within 365 days of such Asset Sale:, the Company or such Restricted Subsidiary shall have commenced and not completed or abandoned an investment in compliance with this clause (b) and shall have segregated such Net Proceeds from the general funds of the Company and its Subsidiaries for that purpose and such Investment is substantially completed within 180 days after the first anniversary of such Asset Sale. Any Net 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 "EXCESS PROCEEDS". When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall make an offer, to all Holders of Notes and to holders of other Indebtedness that ranks by its terms PARI PASSU in right of payment with the Notes and the terms of which contain substantially similar requirements with respect to the application of net proceeds from asset sales as are contained in this Indenture (an "ASSET SALE OFFER") to purchase on a PRO RATA basis the maximum principal amount of Notes, that is an integral multiple of $1,000, that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest 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 Notes and other such Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds available for purchase thereof, the Trustee shall select the Notes to be purchased in the manner described under Section 3.3 hereof. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. Pending the final application of any Net Proceeds from an Asset Sale pursuant to this paragraph, the Company or any Restricted Subsidiary may temporarily reduce Indebtedness of the Company or a Restricted Subsidiary that ranks by its terms senior to the Notes or otherwise invest such Net Proceeds in Cash Equivalents. Any offer to purchase the Notes pursuant to this Section 4.10 shall be made pursuant to the provisions of Section 3.9 hereof. Simultaneously with the notification of such offer to the Trustee, the Company shall provide the Trustee with an Officer's is Certificate setting forth the calculations used in determining the amount of Excess Proceeds to be applied to the purchase of the Notes. The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with any offer to purchase and the purchase of Notes as described above. To the extent that the provisions of any securities laws or regulations conflict with Section 3.9 and this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the provisions of Section 3.9 and this Section 4.10 to make an Asset Sale Offer.

Limitation on Sale of Assets. Holdings and the Borrowers will The Company shall not, and will shall not permit any of their Subsidiary its Restricted Subsidiaries to, consummate conduct an Asset Sale, except: Holdings unless (x) the Company (or such 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 (determined at the time of contractually agreeing to such Asset Sale) fair market value of the assets sold or otherwise disposed of; of (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) and if the property or assets sold or otherwise disposed of have a Fair Market Value in excess of $2,500,000, (y) at least 75% of the consideration therefor received by Holdings the Company or such Subsidiary, as the case may be, Restricted Subsidiary is in the form of cash or Cash Equivalents; provided provided, however, that (a) the principal amount of Indebtedness, other than liabilities that are by their terms Junior Debt, that are of any Credit Party that is no longer a Subsidiary as a result of such Asset Sale, to the extent that Holdings and all Subsidiaries have been validly released from any Guarantee of payment of such Indebtedness in connection with such Asset Sale and (b) any Designated Non-Cash Consideration received by Holdings or such Subsidiary in such Asset Sale having an aggregate Fair Market Value not to exceed $10,000,000 when aggregated with the Fair Market Value of all other Non-Cash Consideration received under this paragraph during the term of this Agreement (calculated on a Pro Forma Basis), 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, in each case, following shall be deemed to be cash for purposes of this provision: (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 liabilities that are by their terms subordinated to the Notes or any Guarantee thereof) that are assumed by the transferee of any such assets and (B) any 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 90 days of the closing of such Asset Sale (to the extent of the cash received). Notwithstanding the foregoing, the restriction in clause (y) above will not apply with respect to mortgages, other notes receivable or other securities received by the Company or any Restricted Subsidiary from a transferee of any assets to the extent such mortgages, other notes receivable or other securities are Investments permitted to be made by the Company or such Restricted Subsidiary under Section 10.4 of this provision and for no other purpose4.7 hereof. Within the Reinvestment Period after the Parent Borrower’s or any Subsidiary’s receipt of the Net Cash Proceeds 365 days of any Asset Sale, the Parent Borrower Company or such Restricted Subsidiary shall may (a) apply the Net Cash Proceeds from such Asset Sale to repay any Indebtedness that ranks by its terms senior to the Notes (or any Guarantee thereof) and, in the case of any Indebtedness under the Credit Agreement, to effect a permanent reduction in the amount of Indebtedness that may be incurred pursuant to clause (ii) of the second paragraph of Section 4.9 hereof, or (b) invest the Net Proceeds from such Asset Sale in property or assets used in a Hospitality-Related Business, provided that the Company or such Restricted Subsidiary will have complied with this clause (b) if, within 365 days of such Asset Sale:, the Company or such Restricted Subsidiary shall have commenced and not completed or abandoned an investment in compliance with this clause (b) and shall have segregated such Net Proceeds from the general funds of the Company and its Subsidiaries for that purpose and such Investment is substantially completed within 180 days after the first anniversary of such Asset Sale. Any Net 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