Common use of Limitation on Sales of Assets Clause in Contracts

Limitation on Sales of Assets. The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company and/or the Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as conclusively evidenced by a resolution of the Partnership Governance Committee of the Company set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii) at least 75% of the consideration therefor received by the Company and/or such Restricted Subsidiary is in the form of cash or Cash Equivalents, or a controlling interest or a joint venture interest (to the extent otherwise permitted by the Indenture) in a business engaged in a Permitted Business or long-term property or assets that are used or useful in a Permitted Business; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee to the extent they are promptly converted or monetized by the Company or such Restricted Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (a) to permanently repay Indebtedness outstanding on the Issue Date (other than any Indebtedness subordinated by its terms to the Notes) with a Stated Maturity prior to the maturity of the Notes (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or Indebtedness (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of any Restricted Subsidiary that is not a Subsidiary Guarantor; or (b) to the acquisition of Additional Assets (to the extent otherwise permitted by the Indenture) or the making of a capital expenditure, in each case, in a Permitted Business (or enter into a binding commitment for any such acquisition or expenditure); provided that such binding commitment shall be treated as a permitted application of Net Proceeds from the date of such commitment until and only until the earlier of (x) the date on which such expenditure or acquisition is consummated and (y) the 180th day following the expiration of the aforementioned 360 day period. If the acquisition or expenditure contemplated by such binding commitment is not consummated on or before such 180th day and the Company shall not have applied such Net Proceeds pursuant to clause (a) above on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds at any time. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds under the Indenture exceeds $25 million, the Issuers will be required to make an offer to all holders of Notes issued under the Indenture (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and, if the Issuers are required to do so under the terms of any other Indebtedness ranking pari passu with such Notes, such other Indebtedness on a pro rata basis with the Notes, that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase in accordance with the procedures set out in the Indenture. To the extent that the aggregate amount of Notes (and any other pari passu Indebtedness subject to such Asset Sale Offer) tendered pursuant to such Asset Sale Offers is less than the Excess Proceeds, the Issuers may, subject to the other terms of the Indenture, use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by holders thereof in connection with any Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of the offer to purchase made under the Indenture, the amount of Excess Proceeds under the Indenture shall be reset at zero.

Limitation on Sales of Assets. The Company will (a) Mediacom Broadband LLC shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an Asset Sale unless (i) the Company and/or the Mediacom Broadband LLC or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale sale or other disposition at least equal to the fair market value thereof (as conclusively determined in good faith by the Executive Committee, whose determination shall be conclusive and evidenced by a resolution of the Partnership Governance Committee of the Company set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed ofResolution); and (ii) at least not less than 75% of the consideration therefor received by the Company and/or Mediacom Broadband LLC or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; and (iii) the Asset Sale Proceeds received by Mediacom Broadband LLC or such Restricted Subsidiary are applied (a) first, or a controlling interest or a joint venture interest (to the extent otherwise permitted by Mediacom Broadband LLC elects, or is required, to prepay, repay or purchase debt under any then existing Indebtedness of Mediacom Broadband LLC or any Restricted Subsidiary within 360 days following the Indenturereceipt of the Asset Sale Proceeds from any Asset Sale or, to the extent Mediacom Broadband LLC elects to make, or commits pursuant to a written agreement to make, an investment in assets (including, without limitation, Equity Interests or other securities purchased in connection with the acquisition of Equity Interests or property of another Person) in a business engaged in a Permitted Business or long-term property or assets that are used or useful in a Permitted Related Business; , to make such an investment, provided that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following the amount receipt of (x) any liabilities (as shown on such Asset Sale Proceeds or, in the Company's or such Restricted Subsidiary's most recent balance sheet) case of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated funds committed to the Notes or any guarantee thereof) that are assumed by the transferee of any be reinvested in such assets pursuant to a customary novation written agreement that releases the Company or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee to the extent they are promptly converted or monetized by the Company or such Restricted Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision. Within dated within 360 days after following the receipt of any Net such Asset Sale Proceeds, such investment occurs within 540 days following the receipt of such Asset Sale Proceeds from an Asset Sale(such 360th day or 540th day, as the case may be, the Company may apply such Net Proceeds“Reinvestment Date”), at its option, (a) to permanently repay Indebtedness outstanding on the Issue Date (other than any Indebtedness subordinated by its terms to the Notes) with a Stated Maturity prior to the maturity of the Notes (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or Indebtedness (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of any Restricted Subsidiary that is not a Subsidiary Guarantor; or (b) to the acquisition of Additional Assets (to the extent otherwise permitted by the Indenture) or the making of a capital expendituresecond, in each case, in a Permitted Business (or enter into a binding commitment for any such acquisition or expenditure); provided that such binding commitment shall be treated as a permitted application of Net Proceeds from the date of such commitment until and only until the earlier of (x) the date on which such expenditure or acquisition is consummated and (y) the 180th day following the expiration of the aforementioned 360 day period. If the acquisition or expenditure contemplated by such binding commitment is not consummated on or before such 180th day and the Company shall not have applied such Net Proceeds pursuant to clause (a) above on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds at any time. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds under the Indenture exceeds $25 million, the Issuers will be required to make an offer to all holders of Notes issued under the Indenture (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and, if the Issuers are required to do so under the terms of any other Indebtedness ranking pari passu with such Notes, such other Indebtedness on a pro rata basis (1) to the repayment of an amount of Other Pari Passu Debt not exceeding the Other Pari Passu Debt Pro Rata Share (provided that any such repayment shall result in a permanent reduction of any commitment in respect thereof in an amount equal to the principal amount so repaid) and (2) if on the Reinvestment Date with respect to any Asset Sale the Excess Proceeds exceed $15,000,000, the Issuers shall apply an amount equal to such Excess Proceeds to an offer to repurchase the Notes, that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, thereon, thereon to the date of purchase in accordance with the procedures set out in the Indenturerepurchase (an “Excess Proceeds Offer”). To the extent that the aggregate amount of Notes (and any other pari passu Indebtedness subject to such Asset Sale Offer) tendered pursuant to such Asset Sale Offers If an Excess Proceeds Offer is less than the Excess Proceedsnot fully subscribed, the Issuers may, subject to may retain the other terms portion of the Indenture, use any remaining Excess Proceeds for general corporate purposesnot required to repurchase Notes. If For purposes of determining in clause (ii) above the aggregate principal amount percentage of Notes surrendered cash consideration received by holders thereof in connection with Mediacom Broadband LLC or any Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of the offer to purchase made under the IndentureRestricted Subsidiary, the amount of Excess Proceeds under any (x) liabilities (as shown on Mediacom Broadband LLC’s or such Restricted Subsidiary’s most recent balance sheet) of Mediacom Broadband LLC or any Restricted Subsidiary that are actually assumed by the Indenture transferee in such Asset Sale and from which Mediacom Broadband LLC and the Restricted Subsidiaries are fully released shall be reset at zerodeemed to be cash, and (y) securities, notes or other similar obligations received by Mediacom Broadband LLC or such Restricted Subsidiary from such transferee that are immediately converted (or are converted within 30 days of the related Asset Sale) by Mediacom Broadband LLC or such Restricted Subsidiary into cash shall be deemed to be cash in an amount equal to the net cash proceeds realized upon such conversion.

Limitation on Sales of Assets. The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company and/or the Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as conclusively evidenced by a resolution of the Partnership Governance Committee of the Company set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii) at least 75% of the consideration therefor received by the Company and/or such Restricted Subsidiary is in the form of cash or Cash Equivalents, or a controlling interest or a joint venture interest (to the extent otherwise permitted by the Indenture) in a business engaged in a Permitted Business or long-term property or assets that are used or useful in a Permitted Business; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee to the extent they are promptly converted or monetized by the Company or such Restricted Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (a) to permanently repay Indebtedness outstanding on the Issue Date (other than any Indebtedness subordinated by its terms to the Notes) with a Stated Maturity prior to the maturity of the Notes (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or Indebtedness (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of any Restricted Subsidiary that is not a Subsidiary Guarantor; or (b) to the acquisition of Additional Assets (to the extent otherwise permitted by the Indenture) or the making of a capital expenditure, in each case, in a Permitted Business (or enter into a binding commitment for any such acquisition or expenditure); provided that such binding commitment shall be treated as a permitted application of Net Proceeds from the date of such commitment until and only until the earlier of (x) the date on which such expenditure or acquisition is consummated and (y) the 180th day following the expiration of the aforementioned 360 day period. If the acquisition or expenditure contemplated by such binding commitment is not consummated on or before such 180th day and the Company shall not have applied such Net Proceeds pursuant to clause (a) above on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds at any time. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds under the Indenture exceeds $25 million, the Issuers will be required to make an offer to all holders of Notes issued under the Indenture (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and, if the Issuers are required to do so under the terms of any other Indebtedness ranking pari passu with such Notes, such other Indebtedness on a pro rata basis with the Notes, that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase in accordance with the procedures set out in the Indenture. To the extent that the aggregate amount of Notes (and any other pari passu Indebtedness subject to such Asset Sale Offer) tendered pursuant to such Asset Sale Offers is less than the Excess Proceeds, the Issuers may, subject to the other terms of the Indenture, use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by holders thereof in connection with any Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of the offer to purchase made under the Indenture, the amount of Excess Proceeds under the Indenture shall be reset at zero.

Limitation on Sales of Assets. (a) The Company will not, and will shall not permit make any of its Restricted Subsidiaries to, consummate an Asset Sale Disposition unless (i) the Company and/or the Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale Disposition at least equal to the fair market value (as conclusively evidenced by a resolution Fair Market Value of the Partnership Governance Committee of the Company set forth in an Officers' Certificate delivered shares, property and assets subject to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of; and such Asset Disposition, (ii) at least 75% of such consideration consists of cash, Temporary Cash Investments or the consideration therefor received by the Company and/or such Restricted Subsidiary is in the form assumption of cash or Cash Equivalents, or a controlling interest or a joint venture interest (to the extent otherwise permitted by the Indenture) in a business engaged in a Permitted Business or long-term property or assets that are used or useful in a Permitted Business; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) Senior Indebtedness of the Company or and the release of the Company from all liability under such Senior Indebtedness, (iii) in connection with any Restricted Subsidiary (other Asset Disposition with an aggregate consideration greater than contingent liabilities and liabilities that are by their terms subordinated $2,000,000, the Company delivers an Officers' Certificate to the Notes or any guarantee thereofTrustee certifying that such Asset Disposition complies with clauses (i) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (yii) any securitiesand that such Asset Disposition was approved by a majority of the Board of Directors including a majority of the disinterested members of the Board of Directors, notes or other obligations received as evidenced by the Company or any such Restricted Subsidiary from such transferee a Board Resolution delivered to the extent they are promptly converted or monetized by the Company or such Restricted Subsidiary into cash Trustee and (to the extent iv) 100% of the cash receivedNet Cash Proceeds of such Asset Disposition are applied as follows: (A) within 365 days of receipt thereof (the last day of such period, the "Application Date"), shall be deemed to be cash for purposes of this provision. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply all or a portion of such Net ProceedsCash Proceeds to reinvestment (whether by acquisition of an existing business or expansion, at its optionincluding, (awithout limitation, capital expenditures) to permanently repay Indebtedness outstanding on the Issue Date (other than any Indebtedness subordinated by its terms to the Notes) with a Stated Maturity prior to the maturity in one or more Permitted Lines of the Notes (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of the Company Business, or any Restricted Subsidiary that is a Subsidiary Guarantor or Indebtedness combination thereof, and (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of any Restricted Subsidiary that is not a Subsidiary Guarantor; or (bB) to the acquisition of Additional Assets (to the extent otherwise permitted by the Indenture) any or the making of a capital expenditure, in each case, in a Permitted Business (or enter into a binding commitment for any such acquisition or expenditure); provided that such binding commitment shall be treated as a permitted application of Net Proceeds from the date all of such commitment until and only until the earlier of Net Cash Proceeds are not applied as set forth above in clause (x) the date on which such expenditure or acquisition is consummated and (y) the 180th day following the expiration of the aforementioned 360 day period. If the acquisition or expenditure contemplated by such binding commitment is not consummated on or before such 180th day and A), the Company shall not have applied apply all remaining Net Cash Proceeds of such Net Proceeds pursuant Asset Disposition (the "Asset Disposition Purchase Amount") to clause (a) above on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds at any time. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds under the Indenture exceeds $25 million, the Issuers will be required to make an offer to all holders of Notes issued under the Indenture purchase (an "Asset Sale Disposition Purchase Offer") to purchase Securities, on the maximum principal amount of Notes and, if first Business Day occurring 60 Business Days after the Issuers are required to do so under Application Date (the terms of any other Indebtedness ranking pari passu with such Notes, such other Indebtedness on a pro rata basis with the Notes, that may be purchased out of the Excess Proceeds, "Asset Disposition Purchase Date") for cash at a purchase price in cash in an amount (such price, the "Asset Disposition Purchase Price") equal to 100% of the principal amount thereof of the Securities so purchased plus accrued and unpaid interest and Liquidated Damages, if any, thereon, thereon to the date of purchase Asset Disposition Purchase Date, in accordance with the procedures set out forth in Section 4.4(c). Any such Net Cash Proceeds which remain after the Indenture. To acquisition by the extent that the aggregate amount Company of Notes Securities tendered (and any other pari passu Indebtedness subject to such Asset Sale Offernot withdrawn) tendered by Securityholders pursuant to such Asset Sale Offers is less than Disposition Purchase Offer in accordance with the Excess Proceeds, procedures (including proration in the Issuers may, subject to the other terms event of the Indenture, use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by holders thereof oversubscription) set forth in connection with any Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee Section 4.4(c) shall select the Notes cease to be purchased on a pro rata basis. Upon completion of the offer to purchase made under the Indenture, the amount of Excess Proceeds under the Indenture shall be reset at zeroNet Cash Proceeds.

Limitation on Sales of Assets. The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate cause, make or suffer to exist an Asset Sale Sale, unless (ix) the Company and/or the Company, or its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as conclusively evidenced determined in good faith by a resolution of the Partnership Governance Committee of the Company set forth in an Officers' Certificate delivered to the TrusteeCompany) of the assets or Equity Interests issued or sold or otherwise disposed of; of and (iiy) at least 75% of the consideration therefor proceeds from such Asset Sale when received by the Company and/or such Restricted Subsidiary is in the form consists of cash or Cash Equivalents, or a controlling interest or a joint venture interest (to the extent otherwise permitted by the Indenture) in a business engaged in a Permitted Business or long-term property or assets that are used or useful in a Permitted Business; provided that the amount of (xa) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereofNotes) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and assets, (yb) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee to the extent they that are promptly converted or monetized by the Company or such Restricted Subsidiary into cash within 180 days after such Asset Sale (to the extent of the cash received) and (c) any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) $100.0 million or (y) 20% of Total Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall be deemed to be cash for the purposes of this provision. Within 360 days 30 months after the Company's or any Restricted Subsidiary's receipt of any the Net Proceeds from an of any Asset Sale, the Company or such Restricted Subsidiary may apply the Net Proceeds from such Net ProceedsAsset Sale, at its option, (ai) to permanently repay Indebtedness outstanding on reduce Obligations under the Issue Date (other than any Indebtedness subordinated by its terms to the Notes) with a Stated Maturity prior to the maturity of the Notes Senior Credit Facility (and to correspondingly reduce commitments with respect thereto thereto) or other Senior Indebtedness or Pari Passu Indebtedness (provided that if the Company shall so reduce Obligations under Pari Passu Indebtedness, it will equally and ratably reduce Obligations under the Notes if the Notes are then prepayable or, if the Notes may not be then prepaid, the Company shall make an offer (in accordance with the case of revolving borrowingsprocedures set forth below for an Asset Sale Offer) to all Holders to purchase at 100% of the Company or any Restricted Subsidiary principal amount thereof the amount of Notes that is a Subsidiary Guarantor or Indebtedness would otherwise be prepaid), (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of any Restricted Subsidiary that is not a Subsidiary Guarantor; or (bii) to the acquisition an investment in any one or more businesses, capital expenditures or acquisitions of Additional Assets (to the extent otherwise permitted by the Indenture) or the making of a capital expenditure, other assets in each case, used or useful in a Permitted Similar Business and/or (iii) to an investment in properties or enter into a binding commitment for any such acquisition or expenditure); provided assets that such binding commitment shall be treated as a permitted application of Net Proceeds from replace the date properties and assets that are the subject of such commitment until and only until the earlier of (x) the date on which such expenditure or acquisition is consummated and (y) the 180th day following the expiration of the aforementioned 360 day period. If the acquisition or expenditure contemplated by such binding commitment is not consummated on or before such 180th day and the Company shall not have applied such Net Proceeds pursuant to clause (a) above on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds at any timeAsset Sale. Pending the final application of any such Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce the revolving Indebtedness under the Credit Facility a revolving credit facility, if any, or otherwise invest such Net Proceeds in Cash Equivalents or Investment Grade Securities. The Indenture will provide that any manner that is not prohibited by the Indenture. Any Net Proceeds from the Asset Sales Sale that are not applied or invested as provided and within the time period set forth in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds under the Indenture exceeds $25 15 million, the Issuers will be required to Company shall make an offer to all holders Holders of Notes issued under the Indenture (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and, if the Issuers are required to do so under the terms of any other Indebtedness ranking pari passu with such Notes, such other Indebtedness on a pro rata basis with the Notesthat is an integral multiple of $1,000, that may be purchased out of the Excess Proceeds, Proceeds at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon, to the date fixed for the closing of purchase in accordance with such offer (the procedures set out in "Offered Price"). Within 10 Business Days after the Indenture. To the extent that date on which the aggregate amount of Notes (and any other pari passu Indebtedness subject to such Asset Sale Offer) tendered pursuant to such Asset Sale Offers is less than the Excess ProceedsProceeds exceeds $15 million, the Issuers mayCompany shall give to each Holder of the Notes, subject with a copy to the other terms of Trustee, in the Indenture, use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by holders thereof manner provided in connection with any Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on Section 106 a pro rata basis. Upon completion of the offer to purchase made under the Indenture, the amount of Excess Proceeds under the Indenture shall be reset at zero.notice stating:

Limitation on Sales of Assets. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries (other than unconsolidated Restricted Subsidiaries) to, directly or indirectly, consummate an any Asset Sale that results in Net Proceeds in excess of $45.0 million (including the sale of any of the stock of any Restricted Subsidiary) unless the Company shall apply the Net Proceeds from such Asset Sale to one or more of the following in such combination as it shall choose: (i) an investment in another asset or business in the same line of business as, or a line of business similar to that of, the line of business of the Company and/or and its Subsidiaries; PROVIDED that such investment occurs prior to the Restricted Subsidiarylater to occur of (x) if applicable, the date on which such proceeds are required to be applied pursuant to the express terms of the Credit Facility as in effect on the case Issue Date and without regard to any waiver of such terms and (y) the 366th day following the date of such Asset Sale (the "Asset Sale Payment Date"); PROVIDED, FURTHER, that if the terms of the Credit Facility do not restrict the use of such proceeds, the Asset Sale Payment Date shall be deemed to be the 366th day following the date of such Asset Sale, (ii) a Net proceeds Offer (as defined below) expiring on or prior to the Asset Sale Payment Date or (iii) the purchase, redemption or other prepayment or repayment of outstanding Senior Indebtedness on or prior to the Asset Sale Payment Date; PROVIDED, HOWEVER, that if the net amount not invested pursuant to clause (i) or applied pursuant to clause (iii) above (the "Excess Net Proceeds") is less than $15.0 million, the Company shall not be further obligated to offer to redeem Securities pursuant to clause (ii) above; and PROVIDED, FURTHER, that for purposes of the foregoing calculation of Excess Net Proceeds the Company shall be required to repay any Senior Indebtedness that by its terms may be, receives consideration be so repaid at the time of such Asset Sale at least equal calculation, prior to determining the fair market value (as conclusively evidenced by a resolution of the Partnership Governance Committee of the Company set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii) at least 75% of the consideration therefor received by the Company and/or such Restricted Subsidiary is in the form of cash or Cash Equivalents, or a controlling interest or a joint venture interest (to the extent otherwise permitted by the Indenture) in a business engaged in a Permitted Business or long-term property or assets that are used or useful in a Permitted Business; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee to the extent they are promptly converted or monetized by the Company or such Restricted Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Excess Net Proceeds, at its option, (a) to permanently repay Indebtedness outstanding on the Issue Date (other than any Indebtedness subordinated by its terms to the Notes) with a Stated Maturity prior to the maturity of the Notes (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or Indebtedness (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of any Restricted Subsidiary that is not a Subsidiary Guarantor; or (b) to the acquisition of Additional Assets (to the extent otherwise permitted by the Indenture) or the making of a capital expenditure, in each case, in a Permitted Business (or enter into a binding commitment for any such acquisition or expenditure); provided that such binding commitment shall be treated as a permitted application of Net Proceeds from the date of such commitment until and only until the earlier of (x) the date on which such expenditure or acquisition is consummated and (y) the 180th day following the expiration of the aforementioned 360 day period. If the acquisition or expenditure contemplated by such binding commitment is not consummated on or before such 180th day and the Company shall not have applied such Net Proceeds pursuant to clause (a) above on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds at any time. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds under the Indenture exceeds $25 million, the Issuers will be required to make an offer to all holders of Notes issued under the Indenture (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and, if the Issuers are required to do so under the terms of any other Indebtedness ranking pari passu with such Notes, such other Indebtedness on a pro rata basis with the Notes, that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase in accordance with the procedures set out in the Indenture. To the extent that the aggregate amount of Notes (and any other pari passu Indebtedness subject to such Asset Sale Offer) tendered pursuant to such Asset Sale Offers is less than the Excess Proceeds, the Issuers may, subject to the other terms of the Indenture, use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by holders thereof in connection with any Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of the offer to purchase made under the Indenture, the amount of Excess Proceeds under the Indenture shall be reset at zero.

Limitation on Sales of Assets. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale Disposition unless (i) the Company and/or the or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Sale Disposition at least equal to the fair market value (as conclusively evidenced by a resolution of the Partnership Governance Committee shares and assets subject to such Asset Disposition of such fair market value shall be determined in good faith by the Company set forth in an Officers' Certificate delivered Board of Directors, whose determination shall be conclusive (including as to the Trustee) value of the assets or Equity Interests issued or sold or otherwise disposed of; and all non-cash consideration), (ii) at least 75% of the consideration therefor (excluding, in the case of an Asset Disposition of assets, any consideration by way of relief from, or by any other person assuming responsibility for, any liabilities, contingent or otherwise, which are not Indebtedness) received by the Company and/or or such Restricted Subsidiary is in the form of cash or and (iii) an amount equal to 100% of the Net Available Cash Equivalents, or a controlling interest or a joint venture interest (to the extent otherwise permitted from such Asset Disposition is applied by the Indenture) in a business engaged in a Permitted Business or long-term property or assets that are used or useful in a Permitted Business; provided that the amount of Company (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Senior Indebtedness or Indebtedness (other than Preferred Stock) of a Restricted Subsidiary), to prepay, repay or purchase Senior Indebtedness or such Indebtedness of a Restricted Subsidiary (in each case other than Indebtedness owed to the Company or any a Restricted Subsidiary of the Company) within 365 days after the date of such Asset Disposition; (other than contingent liabilities and liabilities that are by their terms subordinated B) second, to the Notes or any guarantee thereof) that are assumed by extent of the transferee balance of any such assets pursuant Net Available Cash after application in accordance with clause (A), to a customary novation agreement that releases the extent the Company or such Restricted Subsidiary from further liability and elects, to reinvest in Additional Assets (y) any securities, notes or other obligations including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or any another Restricted Subsidiary) within 365 days from the date of such Restricted Subsidiary from Asset Disposition or, if such transferee to the extent they are promptly converted or monetized reinvestment in Additional Assets is a project authorized by the Company or Board of Directors that will take longer than 365 days to complete, the period of time necessary to complete such Restricted Subsidiary into cash project; (C) third, to the extent of the cash received), shall be deemed to be cash for purposes balance of this provision. Within 360 days such Net Available Cash after the receipt of any Net Proceeds from an Asset Saleapplication in accordance with clauses (A) and (B) (such balance, the Company may apply such Net Proceeds, at its option, (a) to permanently repay Indebtedness outstanding on the Issue Date (other than any Indebtedness subordinated by its terms to the Notes) with a Stated Maturity prior to the maturity of the Notes (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or Indebtedness (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of any Restricted Subsidiary that is not a Subsidiary Guarantor; or (b) to the acquisition of Additional Assets (to the extent otherwise permitted by the Indenture) or the making of a capital expenditure, in each case, in a Permitted Business (or enter into a binding commitment for any such acquisition or expenditure); provided that such binding commitment shall be treated as a permitted application of Net Proceeds from the date of such commitment until and only until the earlier of (x) the date on which such expenditure or acquisition is consummated and (y) the 180th day following the expiration of the aforementioned 360 day period. If the acquisition or expenditure contemplated by such binding commitment is not consummated on or before such 180th day and the Company shall not have applied such Net Proceeds pursuant to clause (a) above on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds at any time. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds under the Indenture exceeds $25 million"), the Issuers will be required to make an offer to all holders purchase Notes at a price in cash equal to 100% of Notes issued under the Indenture (an "Asset Sale Offer") to purchase the maximum principal amount of Notes andthereof, plus accrued and unpaid interest, if any, to the Issuers are purchase date, and (to the extent required to do so under by the terms of thereof) any other Senior Subordinated Indebtedness ranking pari passu with such Notes, pursuant and subject to the conditions of the agreements governing such other Indebtedness on a pro rata basis with the Notes, that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to of 100% of the principal amount thereof plus accrued and unpaid interest to the purchase date and Liquidated Damages, if any, thereon(D) fourth, to the date extent of purchase the balance of such Excess Proceeds after application in accordance with clauses (A), (B) and (C) above, to fund (to the procedures set out extent consistent with any other applicable provision of this Indenture) any general corporate purpose (including the repayment of Subordinated Obligations); provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the IndentureCompany or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this covenant, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this covenant except to the extent that the aggregate Net Available Cash from all Asset Dispositions that is not applied in accordance with this covenant exceeds $10.0 million. To the extent that the aggregate principal amount of the Notes (and any other pari passu Senior Subordinated Indebtedness subject to such Asset Sale Offer) tendered pursuant to such Asset Sale Offers is less than the Excess Proceeds, the Issuers may, subject an offer to the other terms of the Indenture, use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by holders thereof purchase made in connection accordance with any Asset Sale Offer clause (C) above exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Senior Subordinated Indebtedness to be purchased on a pro rata basis, based on the aggregate principal amount thereof surrendered in such offer to purchase. Upon completion of the such offer to purchase made under the Indenturepurchase, the amount of Excess Proceeds under the Indenture shall be reset at to zero. For the purposes of this covenant, the following are deemed to be cash: (v) Cash Equivalents, (w) the assumption of Indebtedness of the Company (other than Disqualified Stock of the 88 88 Company) or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition, (x) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Company and each other Restricted Subsidiary is released from any Guarantee (or is the beneficiary of any indemnity with respect thereto which is secured by any letter of credit or cash equivalents) of such Indebtedness in connection with such Asset Disposition, (y) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash, and (z) consideration consisting of Indebtedness of the Company or any Restricted Subsidiary.

Limitation on Sales of Assets. The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate cause, make or suffer to exist an Asset Sale Sale, unless (ix) the Company and/or the Company, or its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as conclusively evidenced determined in good faith by a resolution of the Partnership Governance Committee of the Company set forth in an Officers' Certificate delivered to the TrusteeCompany) of the assets or Equity Interests issued or sold or otherwise disposed of; of and (iiy) at least 75% of the consideration therefor received by the Company and/or Company, or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents, or a controlling interest or a joint venture interest (to the extent otherwise permitted by the Indenture) in a business engaged in a Permitted Business or long-term property or assets that are used or useful in a Permitted Business; provided that the amount of (xa) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheetsheet or in the notes thereto) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) Notes), that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases assets, (b) any securities received by the Company or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee to the extent they that are promptly converted or monetized by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale and (c) any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) $50.0 million or (y) 15% of Total Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall be deemed to be cash for the purposes of this provisionprovision and for no other purpose. Within 360 365 days after the Company's or any Restricted Subsidiary's receipt of any the Net Proceeds from an of any Asset Sale, the Company may apply or such Net ProceedsRestricted Subsidiary, at its option, may (ai) apply the Net Proceeds from such Asset Sale to permanently repay Indebtedness outstanding on reduce (x) Obligations under the Issue Date (other than any Indebtedness subordinated by its terms to the Notes) with a Stated Maturity prior to the maturity of the Notes Senior Credit Facilities (and to correspondingly reduce commitments with respect thereto thereto), (y) other Senior Indebtedness or Pari Passu Indebtedness (provided that if the Company shall so reduce Obligations under Pari Passu Indebtedness, it will equally and ratably reduce Obligations under the Notes if the Notes are then prepayable or, if the Notes may not be then prepaid, the Company shall make an offer (in accordance with the case of revolving borrowingsprocedures set forth below for an Asset Sale Offer) to all Holders to purchase at 100% of the Company or any Restricted Subsidiary principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that is a Subsidiary Guarantor or Indebtedness (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowingswould otherwise be prepaid) of any Restricted Subsidiary that is not a Subsidiary Guarantor; or (bz) to the acquisition of Additional Assets (to the extent otherwise permitted by the Indenture) or the making Indebtedness of a Wholly Owned Restricted Subsidiary, (ii) apply the Net Proceeds from such Asset Sale to an investment in any one or more businesses, capital expenditure, expenditures or acquisitions of other assets in each case, used or useful in a Permitted Similar Business and/or (or enter into a binding commitment for any such acquisition or expenditure); provided that such binding commitment shall be treated as a permitted application of iii) apply the Net Proceeds from such Asset Sale to an investment in properties or assets that replace the date properties and assets that are the subject of such commitment until and only until the earlier of (x) the date on which such expenditure or acquisition is consummated and (y) the 180th day following the expiration of the aforementioned 360 day period. If the acquisition or expenditure contemplated by such binding commitment is not consummated on or before such 180th day and the Company shall not have applied such Net Proceeds pursuant to clause (a) above on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds at any timeAsset Sale. Pending the final application of any such Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce the revolving Indebtedness under the Credit Facility a revolving credit facility, if any, or otherwise invest such Net Proceeds in any manner that is not prohibited by the IndentureCash Equivalents or Investment Grade Securities. Any Net Proceeds from the Asset Sales Sale that are not invested or applied or invested as provided and within the time period set forth in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds under the Indenture exceeds $25 15.0 million, the Issuers will be required to Company shall make an offer to all holders of Notes issued under the Indenture Holders (an "Asset Sale Offer") to purchase the maximum 104 principal amount of Notes and, if the Issuers are required to do so under the terms of any other Indebtedness ranking pari passu with such Notes, such other Indebtedness on a pro rata basis with the Notesthat is an integral multiple of $1,000, that may be purchased out of the Excess Proceeds, Proceeds at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon, to the date fixed for the closing of purchase in accordance with such offer (the procedures set out in "Offered Price"). Within 10 Business Days after the Indenture. To the extent that date on which the aggregate amount of Notes (and any other pari passu Indebtedness subject to such Asset Sale Offer) tendered pursuant to such Asset Sale Offers is less than the Excess ProceedsProceeds exceeds $15.0 million, the Issuers mayCompany shall give to each Holder, subject with a copy to the other terms of Trustee, in the Indenture, use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by holders thereof manner provided in connection with any Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on Section 106 a pro rata basis. Upon completion of the offer to purchase made under the Indenture, the amount of Excess Proceeds under the Indenture shall be reset at zero.notice stating:

Limitation on Sales of Assets. 8.1.4. The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an make any Asset Sale unless Disposition of Collateral unless: (i) the Company and/or the 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 (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as conclusively evidenced determined in good faith by the Company’s management, or if such Asset Disposition involves consideration in excess of $20.0 million, by a resolution of the Partnership Governance Committee Board of the Company Directors set forth in an Officers' ’ Certificate delivered to the Trustee) , (including as to the value of all non-cash consideration), of the assets or Equity Interests issued or sold or otherwise disposed ofCollateral subject to such Asset Disposition; and (ii) at least 75% of the consideration therefor from such Asset Disposition received by the Company and/or or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash EquivalentsEquivalents and 100% of the Net Available Cash from Asset Dispositions relating to Non-ABL Collateral is deposited directly into the Collateral Accounts; and (iii) the remaining consideration from such Asset Disposition that is not in the form of cash or Cash Equivalents is thereupon with its acquisition pledged as Non-ABL Collateral to secure the Securities, in the case of an Asset Disposition of Non-ABL Collateral, or a controlling interest as ABL Collateral, in the case of an Asset Disposition of ABL Collateral. Any Net Available Cash deposited into the Collateral Accounts from any Asset Dispositions of Non-ABL Collateral or a joint venture interest Recovery Events (as described below) may be withdrawn by the Company to be invested by the Company in Additional Assets within 360 days of the date of such Asset Disposition or Recovery Event, which Additional Assets are thereupon with their acquisition added to the extent otherwise permitted by Collateral securing the Indenture) in a business engaged in a Permitted Business or long-term property or assets that are used or useful in a Permitted Business; provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) Securities. All of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are Net Available Cash received by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary Subsidiary, as the case may be, from further liability any Recovery Event shall be deposited directly into the Collateral Accounts and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee to the extent they are promptly converted or monetized may be withdrawn by the Company or such Restricted Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (a) to permanently repay Indebtedness outstanding on the Issue Date (other than any Indebtedness subordinated by its terms to the Notes) with a Stated Maturity prior to the maturity of the Notes (and to correspondingly reduce commitments with respect thereto invested in the case of revolving borrowings) of the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or Indebtedness (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of any Restricted Subsidiary that is not a Subsidiary Guarantor; or (b) to the acquisition of Additional Assets (to the extent otherwise permitted by the Indenture) or the making which may include performance of a capital expenditure, restoration of the affected Collateral) in each case, in a Permitted Business (or enter into a binding commitment for any such acquisition or expenditure); provided that such binding commitment shall be treated as a permitted application accordance with the preceding paragraph within 360 days of Net Proceeds from the date of such commitment until and only until the earlier of (x) the date on which such expenditure or acquisition is consummated and (y) the 180th day following the expiration of the aforementioned 360 day period. If the acquisition or expenditure contemplated by such binding commitment is not consummated on or before such 180th day and the Company shall not have applied such Net Proceeds pursuant to clause (a) above on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds at any time. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the IndentureRecovery Event. Any Net Proceeds Available Cash from Asset Sales Dispositions of Collateral or Recovery Events that are not applied or invested as provided in this subsection (a) or in accordance with the first sentence of this paragraph Collateral Documents will be deemed to constitute "“Excess Collateral Proceeds." When ” On or before the 361st day after an Asset Disposition or Recovery Event pursuant to this subsection (a), if the aggregate amount of Excess Collateral Proceeds under the Indenture exceeds $25 5.0 million, the Issuers Company will be required to make an offer (“Collateral Disposition Offer”) to all holders of Notes issued Holders and to the lenders under the Indenture (an "Asset Sale Offer") Rabobank Term Loan to purchase the maximum principal amount of Notes and, if the Issuers are required to do so under the terms of any other Indebtedness ranking pari passu with such Notes, such other Indebtedness Securities and Rabobank Term Loan (on a pro rata basis with basis) to which the Notes, Collateral Disposition Offer applies that may be purchased out of the Excess Collateral Proceeds, at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof of the Securities and Rabobank Term Loan, plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase purchase, in accordance with the procedures set forth in this Indenture in integral multiples of $1,000; provided, however, that to the extent the Excess Collateral Proceeds relate to Asset Dispositions of ABL Collateral, the Company may, prior to making a Collateral Disposition Offer, make a prepayment with respect to the maximum principal amount of Indebtedness that is secured by such Collateral on a first-priority basis that may be prepaid out of such Excess Collateral Proceeds, at a price in cash in an amount equal to 100% of the Indentureprincipal amount of such Indebtedness, plus accrued and unpaid interest to the date of prepayment, with any Excess Collateral Proceeds not used to prepay such Indebtedness offered to Holders and to the lenders under the Rabobank Term Loan in accordance with this Section. To the extent that the aggregate amount of Notes (Securities and any other pari passu Indebtedness subject to such Asset Sale Offer) Rabobank Term Loan so validly tendered and not properly withdrawn pursuant to such Asset Sale Offers a Collateral Disposition Offer is less than the Excess ProceedsCollateral Proceeds (after giving effect to the prepayment of Indebtedness secured on a first-priority basis in the case of an Asset Disposition of ABL Collateral), the Issuers mayCompany may use any remaining Excess Collateral Proceeds for general corporate purposes, subject to the other terms of the covenants contained in this Indenture, use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes Securities surrendered by holders thereof in connection with any Asset Sale Offer Holders and Rabobank Term Loans surrendered by lenders under the Rabobank Term Loan requesting prepayment exceeds the amount of Excess Collateral Proceeds, the Trustee shall select the Notes Securities and Rabobank Term Loan to be purchased shall be selected on a pro rata basisbasis on the basis of the aggregate principal amount of tendered Securities and Rabobank Term Loan. Upon completion of the offer to purchase made under the Indenturesuch Collateral Disposition Offer, the amount of Excess Collateral Proceeds under the Indenture shall be reset at zero.

Limitation on Sales of Assets. The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate cause, make or suffer to exist an Asset Sale Sale, unless (ix) the Company and/or the Company, or its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as conclusively evidenced determined in good faith by a resolution of the Partnership Governance Committee of the Company set forth in an Officers' Certificate delivered to the TrusteeCompany) of the assets or Equity Interests issued or sold or otherwise disposed of; of and (iiy) at least 75% of the consideration therefor proceeds from such Asset Sale when received by the Company and/or such Restricted Subsidiary is in the form consists of cash or Cash Equivalents, or a controlling interest or a joint venture interest (to the extent otherwise permitted by the Indenture) in a business engaged in a Permitted Business or long-term property or assets that are used or useful in a Permitted Business; provided that the amount of (xa) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereofNotes) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and assets, (yb) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee to the extent they that are promptly immediately converted or monetized by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) and (c) any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 5% of Total Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall be deemed to be cash for the purposes of this provision. Within 360 365 days after the Company's or any Restricted Subsidiary's receipt of any the Net Proceeds from an of any Asset Sale, the Company or such Restricted Subsidiary may apply the Net Proceeds from such Net ProceedsAsset Sale, at its option, (ai) to permanently repay Indebtedness outstanding on reduce Obligations under the Issue Date (other than any Indebtedness subordinated by its terms to the Notes) with a Stated Maturity prior to the maturity of the Notes Senior Credit Facility (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowingsthereto) of or other Senior Indebtedness or Pari Passu Indebtedness (provided that if the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or Indebtedness shall so reduce Obligations under Pari Passu Indebtedness, it will equally and ratably reduce Obligations under the Notes), (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of any Restricted Subsidiary that is not a Subsidiary Guarantor; or (bii) to the acquisition secure Letter of Additional Assets (Credit/Bankers' Acceptance Obligations to the extent otherwise permitted by the Indenturerelated letters of credit have not been drawn upon or returned undrawn or related bankers' acceptances have not matured, (iii) to an investment in any one or the making more businesses, capital expenditures or acquisitions of a capital expenditure, other assets in each case, used or useful in a Permitted Similar Business and/or (iv) to an investment in properties or enter into a binding commitment for any such acquisition or expenditure); provided assets that such binding commitment shall be treated as a permitted application of Net Proceeds from replace the date properties and assets that are the subject of such commitment until and only until the earlier of (x) the date on which such expenditure or acquisition is consummated and (y) the 180th day following the expiration of the aforementioned 360 day period. If the acquisition or expenditure contemplated by such binding commitment is not consummated on or before such 180th day and the Company shall not have applied such Net Proceeds pursuant to clause (a) above on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds at any timeAsset Sale. Pending the final application of any such Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce the revolving Indebtedness under the Credit Facility a revolving credit facility, if any, or otherwise invest such Net Proceeds in Cash Equivalents or Investment Grade Securities. The Indenture will provide that any manner that is not prohibited by the Indenture. Any Net Proceeds from the Asset Sales Sale that are not applied or invested as provided and within the time period set forth in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds under the Indenture exceeds $25 10 million, the Issuers will be required to Company shall make an offer to all holders Holders of Notes issued under the Indenture (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and, if the Issuers are required to do so under the terms of any other Indebtedness ranking pari passu with such Notes, such other Indebtedness on a pro rata basis with the Notesthat is an integral multiple of $1,000, that may be purchased out of the Excess Proceeds, Proceeds at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon, to the date fixed for the closing of purchase in accordance with such offer (the procedures set out in "Offered Price"). Within 10 Business Days after the Indenture. To the extent that date on which the aggregate amount of Notes (and any other pari passu Indebtedness subject to such Asset Sale Offer) tendered pursuant to such Asset Sale Offers is less than the Excess ProceedsProceeds exceeds $10 million, the Issuers mayCompany shall give to each Holder of the Notes, subject with a copy to the other terms of Trustee, in the Indenture, use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by holders thereof manner provided in connection with any Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on Section 106 a pro rata basis. Upon completion of the offer to purchase made under the Indenture, the amount of Excess Proceeds under the Indenture shall be reset at zero.notice stating:

Limitation on Sales of Assets. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale Disposition unless (i) the Company and/or the or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Sale Disposition at least equal to the fair market value (as conclusively evidenced by a resolution of the Partnership Governance Committee shares and assets subject to such Asset Disposition of such fair market value shall be determined in good faith by the Company set forth in an Officers' Certificate delivered Board of Directors, whose determination shall be conclusive (including as to the Trustee) value of the assets or Equity Interests issued or sold or otherwise disposed of; and all non-cash consideration), (ii) at least 75% of the consideration therefor (excluding, in the case of an Asset Disposition of assets, any consideration by way of relief from, or by any other person assuming responsibility for, any liabilities, contingent or otherwise, which are not Indebtedness) received by the Company and/or or such Restricted Subsidiary is in the form of cash or and (iii) an amount equal to 100% of the Net Available Cash Equivalents, or a controlling interest or a joint venture interest (to the extent otherwise permitted from such Asset Disposition is applied by the Indenture) in a business engaged in a Permitted Business or long-term property or assets that are used or useful in a Permitted Business; provided that the amount of Company (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Senior Indebtedness or Indebtedness (other than Preferred Stock)), to prepay, repay or purchase Senior Indebtedness or such Indebtedness (in each case other than Indebtedness owed to the Company or any a Restricted Subsidiary of the Company) within 365 days after the date of such Asset Disposition; (other than contingent liabilities and liabilities that are by their terms subordinated B) second, to the Notes or any guarantee thereof) that are assumed by extent of the transferee balance of any such assets pursuant Net Available Cash after application in accordance with clause (A), to a customary novation agreement that releases the extent the Company or such Restricted Subsidiary from further liability and elects, to reinvest in Additional Assets (y) any securities, notes or other obligations including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or any another Restricted Subsidiary) within 365 days from the date of such Restricted Subsidiary from Asset Disposition or, if such transferee to the extent they are promptly converted or monetized reinvestment in Additional Assets is a project authorized by the Company or Board of Directors that will take longer than 365 days to complete, the period of time necessary to complete such Restricted Subsidiary into cash project; (C) third, to the extent of the cash received), shall be deemed to be cash for purposes balance of this provision. Within 360 days such Net Available Cash after the receipt of any Net Proceeds from an Asset Saleapplication in accordance with clauses (A) and (B) (such balance, the Company may apply such Net Proceeds, at its option, (a) to permanently repay Indebtedness outstanding on the Issue Date (other than any Indebtedness subordinated by its terms to the Notes) with a Stated Maturity prior to the maturity of the Notes (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or Indebtedness (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of any Restricted Subsidiary that is not a Subsidiary Guarantor; or (b) to the acquisition of Additional Assets (to the extent otherwise permitted by the Indenture) or the making of a capital expenditure, in each case, in a Permitted Business (or enter into a binding commitment for any such acquisition or expenditure); provided that such binding commitment shall be treated as a permitted application of Net Proceeds from the date of such commitment until and only until the earlier of (x) the date on which such expenditure or acquisition is consummated and (y) the 180th day following the expiration of the aforementioned 360 day period. If the acquisition or expenditure contemplated by such binding commitment is not consummated on or before such 180th day and the Company shall not have applied such Net Proceeds pursuant to clause (a) above on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds at any time. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds under the Indenture exceeds $25 million"), the Issuers will be required to make an offer to all holders purchase Securities at a price in cash equal to 100% of Notes issued under the Indenture (an "Asset Sale Offer") to purchase the maximum principal amount of Notes andthereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the Issuers are purchase date, and (to the extent required to do so under by the terms of thereof) any other Senior Subordinated Indebtedness ranking pari passu with such Notes, pursuant and subject to the conditions of the agreements governing such other Indebtedness on a pro rata basis with the Notes, that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to of 100% of the principal amount thereof plus accrued and unpaid interest to the purchase date and Liquidated Damages, if any, thereon; and (D) fourth, to the date extent of purchase the balance of such Excess Proceeds after application in accordance with clauses (A), (B) and (C) above, to fund (to the procedures set out extent consistent with any other applicable provision of this Indenture) any general corporate purpose (including the repayment of Subordinated Obligations); provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Pending the final application of any Net Available Cash, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Available Cash in any manner that is not prohibited under this Indenture. Notwithstanding the foregoing provisions of this covenant, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this covenant except to the extent that the aggregate Net Available Cash from all Asset Dispositions that is not applied in accordance with this covenant exceeds $25.0 million. To the extent that the aggregate principal amount of Notes (the Securities and any other pari passu Senior Subordinated Indebtedness subject to such Asset Sale Offer) tendered pursuant to such Asset Sale Offers is less than the Excess Proceeds, the Issuers may, subject an offer to the other terms of the Indenture, use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by holders thereof purchase made in connection accordance with any Asset Sale Offer clause (C) above exceeds the amount of Excess Proceeds, the Trustee shall select the Notes Securities and Senior Subordinated Indebtedness to be purchased on a pro rata basis, based on the aggregate principal amount thereof surrendered in such offer to purchase. Upon completion of the such offer to purchase made under the Indenturepurchase, the amount of Excess Proceeds under the Indenture shall be reset at to zero. For the purposes of this covenant, the following are deemed to be cash: (v) Cash Equivalents, (w) the assumption of Indebtedness of the Company (other than Disqualified Stock of the Company) or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition, (x) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Company and each other Restricted Subsidiary is released from any Guarantee (or is the beneficiary of any indemnity with respect thereto which is secured by any letter of credit or cash equivalents) of such Indebtedness in connection with such Asset Disposition, (y) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash, and (z) consideration consisting of Indebtedness of the Company or any Restricted Subsidiary.

Limitation on Sales of Assets. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an any Asset Sale unless unless: (i) the Company and/or the Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as conclusively evidenced by a resolution of the Partnership Governance Committee of the Company set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of; and (iia) at least 75% of the consideration therefor received by the Company and/or or such Restricted Subsidiary is shall be in the form of cash or Cash Equivalents, or a controlling interest or a joint venture interest (to the extent otherwise permitted by the Indenture) in a business engaged in a Permitted Business or long-term property or assets that are used or useful in a Permitted Business; provided PROVIDED, that the amount of (xi) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheetsheet or in the notes thereto) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or shall be excluded from such Restricted Subsidiary from further liability calculation and (yii) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee to the extent they that are promptly converted or monetized by the Company or such Restricted Subsidiary within 30 days of receipt thereof into cash (to the extent of the cash received), ) shall be deemed deemed, to the extent of cash so received, to be cash for purposes of this provision. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, ; (b) the Company may apply or such Net ProceedsRestricted Subsidiary shall have received consideration in such Asset Sale at least equal to the fair market value of the assets sold in such Asset Sale (as determined in good faith by the Board of Directors of the Company); and (c) such Asset Sale is approved in writing by the Board of Directors of the Company; PROVIDED, at its optionHOWEVER, that clause (a) to permanently repay Indebtedness outstanding on above and the Issue Date (other than any Indebtedness subordinated by its terms next paragraph shall not apply to the Notes) with a Stated Maturity prior to the maturity extent an Asset Sale consists of the Notes exchange of one or more newspapers, Permitted Investments or assets or properties utilized in a Permitted Business for one or more newspapers, Permitted Investments or assets or properties utilized in a Permitted Business. The Company will, and will cause each such Restricted Subsidiary to, apply the Net Cash Proceeds from any such Asset Sale within 360 days of receipt thereof to (and i) reinvestment by the Company or such Restricted Subsidiary in a Permitted Investment or property or assets to correspondingly reduce commitments with respect thereto be employed in a Permitted Business, (ii) the case permanent repayment of revolving borrowingsDebt (including premium) of the Company or any its Restricted Subsidiaries that is held by a person other than a Restricted Subsidiary that is a Subsidiary Guarantor or Indebtedness Affiliate of the Company, or (and to correspondingly reduce commitments with respect thereto iii) the repurchase of Notes tendered as described in the case of revolving borrowings) of any Restricted Subsidiary that is not a Subsidiary Guarantor; or (b) to the acquisition of Additional Assets (to the extent otherwise permitted by the Indenture) or the making of a capital expenditure, in each case, in a Permitted Business (or enter into a binding commitment for any such acquisition or expenditure); provided that such binding commitment shall be treated as a permitted application of Net Proceeds from the date of such commitment until and only until the earlier of (x) the date on which such expenditure or acquisition is consummated and (y) the 180th day following the expiration of the aforementioned 360 day period. If the acquisition or expenditure contemplated by such binding commitment is not consummated on or before such 180th day and the Company shall not have applied such Net Proceeds pursuant to clause (a) above on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds at any time. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indentureimmediately succeeding paragraph. Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in clause (i) or (ii) of the first preceding sentence of this paragraph will be deemed to shall constitute "Excess Proceeds." When In the aggregate amount of event the Company or any Restricted Subsidiary shall have received any Excess Proceeds under the Indenture exceeds $25 millionProceeds, the Issuers Company will be required to make an offer to all holders of Notes issued under the Indenture (an "Asset Sale Offer") Holders to purchase the maximum principal amount of Notes and, if the Issuers are required to do so under the terms of any other Indebtedness ranking pari passu with such Notes, such other Indebtedness on a pro rata basis with the Notes, that may be purchased out of the such Excess Proceeds, at a purchase price an offer price, in cash in an amount equal to 100% of the outstanding principal amount thereof thereof, plus the accrued and unpaid interest and Liquidated Damagesthereon, if any, thereon, to the date fixed for the closing of purchase such offer, in accordance with the procedures set out forth in the this Indenture. To the extent that the aggregate principal amount of Notes (and any other pari passu Indebtedness subject to such Asset Sale Offer) tendered pursuant to such Asset Sale Offers an offer to purchase is less than the Excess Proceeds, the Issuers may, subject to the other terms of Company may use such excess for any purpose not prohibited by the Indenture, use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by holders Holders thereof in connection with any Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion Notwithstanding the foregoing, if after applying any Net Cash Proceeds received from Asset Sales in accordance with clauses (i) and (ii) of the immediately preceding paragraph, Excess Proceeds are less than $10.0 million, the application of such Excess Proceeds to repurchase the Notes may be deferred until such time as such Excess Proceeds are at least equal to $10.0 million, at which time the Company or such Restricted Subsidiary shall, within 30 days, apply all such Excess Proceeds to an offer to purchase made under repurchase the IndentureNotes. The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to the covenant described hereunder. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 4.17, the amount of Excess Proceeds Company will comply with the applicable securities laws and regulations and will be deemed not to have breached its obligations under the Indenture shall be reset at zerothis Section 4.17 by virtue thereof.

Limitation on Sales of Assets. The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate cause, make or suffer to exist an Asset Sale Sale, unless (ix) the Company and/or the Company, or its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as conclusively evidenced determined in good faith by a resolution of the Partnership Governance Committee of the Company set forth in an Officers' Certificate delivered to the TrusteeCompany) of the assets or Equity Interests issued or sold or otherwise disposed of; of and (iiy) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company and/or Company, or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents, or a controlling interest or a joint venture interest (to the extent otherwise permitted by the Indenture) in a business engaged in a Permitted Business or long-term property or assets that are used or useful in a Permitted Business; provided that the amount of (xa) any liabilities (as shown on the Company's ’s or such Restricted Subsidiary's ’s most recent balance sheetsheet or in the notes thereto) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) Notes), that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases and for which the Company and all Restricted Subsidiaries have been validly released by all creditors in writing, (b) any securities received by the Company or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee to the extent they that are promptly converted or monetized by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale and (c) any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) $115.0 million and (y) 10% of Total Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall be deemed to be cash for the purposes of this provisionprovision and for no other purpose. Within 360 365 days after the Company’s or any Restricted Subsidiary’s receipt of any the Net Proceeds from an of any Asset Sale, the Company may apply or such Net ProceedsRestricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale (ai) to permanently repay Indebtedness outstanding on reduce (x) Obligations under the Issue Date (other than any Indebtedness subordinated by its terms to the Notes) with a Stated Maturity prior to the maturity of the Notes Senior Credit Facilities (and to correspondingly reduce commitments with respect thereto thereto), (y) other Senior Indebtedness or Pari Passu Indebtedness (provided that if the Company shall so reduce Obligations under Pari Passu Indebtedness, it will equally and ratably reduce Obligations under the Notes if the Notes are then prepayable or, if the Notes may not be then prepaid, the Company shall make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid) or (z) Indebtedness of a Restricted Subsidiary which is not a Guarantor, other than Indebtedness owed to the Company or another Restricted Subsidiary, (ii) to an investment in (a) any one or more businesses, provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Company or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, in each of (a), (b) and (c), used or useful in a Similar Business, and/or (iii) to an investment in (a) any one or more businesses, provided, that such investment in any business is in the form of the acquisition of Capital Stock and results in the Company or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties or (c) assets that, in each of (a), (b) and (c) replace the businesses, properties and assets that are the subject of such Asset Sale; provided, that in the case of revolving borrowingsclauses (ii) of the Company or any Restricted Subsidiary that is and (iii) above, a Subsidiary Guarantor or Indebtedness (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of any Restricted Subsidiary that is not a Subsidiary Guarantor; or (b) to the acquisition of Additional Assets (to the extent otherwise permitted by the Indenture) or the making of a capital expenditure, in each case, in a Permitted Business (or enter into a binding commitment for any such acquisition or expenditure); provided that such binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment until and only until the earlier of (x) the date on which such expenditure or acquisition is consummated and (y) the 180th day following the expiration of the aforementioned 360 day period. If the acquisition or expenditure contemplated by such binding commitment is not consummated on or before such 180th day and so long as the Company shall not have applied or such Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Proceeds pursuant will be applied to clause satisfy such commitment (aan “Acceptable Commitment”) above on and, in the event any Acceptable Commitment is later canceled or terminated for any reason before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds at any timeare so applied, the Company or such Restricted Subsidiary enters into another Acceptable Commitment within nine months of such cancellation or termination. Pending the final application of any such Net Proceeds, the Company or any Restricted Subsidiary may temporarily reduce the revolving Indebtedness under the Credit Facility a revolving credit facility, if any, or otherwise invest such Net Proceeds in any manner that is not prohibited by the IndentureCash Equivalents or Investment Grade Securities. Any Net Proceeds from the Asset Sales Sale that are not invested or applied or invested as provided and within the time period set forth in the first sentence of this paragraph will be deemed to constitute "“Excess Proceeds." ” When the aggregate amount of Excess Proceeds under the Indenture exceeds $25 20.0 million, the Issuers will be required to Company shall make an offer to all Holders, and if required by the terms of any Pari Passu Indebtedness, to the holders of Notes issued under the Indenture such Pari Passu Indebtedness (an "“Asset Sale Offer"”) to purchase the maximum principal amount of Notes andand such Pari Passu Indebtedness, if the Issuers are required to do so under the terms that is an integral multiple of any other Indebtedness ranking pari passu with such Notes, such other Indebtedness on a pro rata basis with the Notes$1,000, that may be purchased out of the Excess Proceeds, Proceeds at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest and Liquidated DamagesSpecial Interest, if any, thereon, to the date fixed for the closing of purchase in accordance with such offer (the procedures set out in “Offered Price”). Within 10 Business Days after the Indenture. To the extent that date on which the aggregate amount of Notes (and any other pari passu Indebtedness subject to such Asset Sale Offer) tendered pursuant to such Asset Sale Offers is less than the Excess ProceedsProceeds exceeds $20.0 million, the Issuers mayCompany shall give to each Holder, subject with a copy to the other terms of Trustee, in the Indenture, use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by holders thereof manner provided in connection with any Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on Section 106 a pro rata basis. Upon completion of the offer to purchase made under the Indenture, the amount of Excess Proceeds under the Indenture shall be reset at zero.notice stating:

Limitation on Sales of Assets. (a) The Company will shall ------------------------------ not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale Disposition unless (i) the Company and/or the or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Sale Disposition at least equal to the fair market value (as conclusively evidenced by a resolution of the Partnership Governance Committee of the Company set forth in an Officers' Certificate delivered shares and assets subject to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of; and such Asset Disposition, (ii) at least 7585% of the consideration therefor thereof received by the Company and/or or such Restricted Subsidiary is in the form of cash and (iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be) (A) first, to the extent the Company elects (or is required by the ----- terms of any Senior Indebtedness or Indebtedness (other than Preferred Stock) of a Wholly Owned Subsidiary), to prepay, repay or purchase Senior Indebtedness or such Indebtedness (other than Preferred Stock) (including the Securities after the Subordination Termination Date) of a Wholly Owned Subsidiary (in each case other than Indebtedness owed to the Company or an Affiliate of the Company) within six months after the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (B) second, to the extent of the balance of ------ Net Available Cash Equivalentsafter application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a controlling interest Restricted Subsidiary) with Net Available Cash received by the Company or a joint venture interest another Restricted Subsidiary within one year from the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (C) third, to the ----- extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), to make an Offer to purchase Securities pursuant and subject to the conditions of Section 4.06(b) and (D) fourth, to the extent of ------ the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C) above, to fund (to the extent otherwise permitted by consistent with any other applicable provision of the Indenture) any corporate purpose; provided, however, -------- ------- that in a business engaged connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the Company or such Restricted Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in a Permitted Business an amount equal to the principal amount so prepaid, repaid or long-term property or assets that are used or useful purchased. Notwithstanding the foregoing provisions, the Company and the Restricted Subsidiaries shall not be required to apply any Net Avail able Cash in a Permitted Business; provided accordance with this Section 4.06 except to the extent that the amount aggregate Net Available Cash from all Asset Dispositions that is not applied in accordance with this Section 4.06 exceeds $5,000,000. For the purposes of this Section 4.06, the following are deemed to be cash: (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) assumption of Indebtedness of the Company (other than Disqualified Stock of the Com pany) or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee release of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further all liability on such Indebtedness in connection with such Asset Disposition and (y) any securities, notes or other obligations securities received by the Company or any such Restricted Subsidiary from such the transferee to the extent they that are promptly converted or monetized by the Company or such Restricted Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (a) to permanently repay Indebtedness outstanding on the Issue Date (other than any Indebtedness subordinated by its terms to the Notes) with a Stated Maturity prior to the maturity of the Notes (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or Indebtedness (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of any Restricted Subsidiary that is not a Subsidiary Guarantor; or (b) to the acquisition of Additional Assets (to the extent otherwise permitted by the Indenture) or the making of a capital expenditure, in each case, in a Permitted Business (or enter into a binding commitment for any such acquisition or expenditure); provided that such binding commitment shall be treated as a permitted application of Net Proceeds from the date of such commitment until and only until the earlier of (x) the date on which such expenditure or acquisition is consummated and (y) the 180th day following the expiration of the aforementioned 360 day period. If the acquisition or expenditure contemplated by such binding commitment is not consummated on or before such 180th day and the Company shall not have applied such Net Proceeds pursuant to clause (a) above on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds at any time. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceedscash." When the aggregate amount of Excess Proceeds under the Indenture exceeds $25 million, the Issuers will be required to make an offer to all holders of Notes issued under the Indenture (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and, if the Issuers are required to do so under the terms of any other Indebtedness ranking pari passu with such Notes, such other Indebtedness on a pro rata basis with the Notes, that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase in accordance with the procedures set out in the Indenture. To the extent that the aggregate amount of Notes (and any other pari passu Indebtedness subject to such Asset Sale Offer) tendered pursuant to such Asset Sale Offers is less than the Excess Proceeds, the Issuers may, subject to the other terms of the Indenture, use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by holders thereof in connection with any Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of the offer to purchase made under the Indenture, the amount of Excess Proceeds under the Indenture shall be reset at zero.

Limitation on Sales of Assets. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, consummate an any Asset Sale unless unless: (i) the Company and/or the Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as conclusively evidenced by a resolution of the Partnership Governance Committee of the Company set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of; and (iia) at least 75% of the consideration therefor received by the Company and/or or such Restricted Subsidiary is shall be in the form of cash or Cash Equivalents, or a controlling interest or a joint venture interest (to the extent otherwise permitted by the Indenture) in a business engaged in a Permitted Business or long-term property or assets that are used or useful in a Permitted Business; provided provided, that the amount of (xi) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheetsheet or in the notes thereto) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or shall be excluded from such Restricted Subsidiary from further liability calculation and (yii) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee to the extent they that are promptly converted or monetized -53- by the Company or such Restricted Subsidiary within 30 days of receipt thereof into cash (to the extent of the cash received), ) shall be deemed deemed, to the extent of cash so received, to be cash for purposes of this provision. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, ; (b) the Company may apply or such Net ProceedsRestricted Subsidiary shall have received consideration in such Asset Sale at least equal to the fair market value of the assets sold in such Asset Sale (as determined in good faith by the Board of Directors of the Company); and (c) such Asset Sale is approved in writing by the Board of Directors of the Company; provided, at its optionhowever, that clause (a) to permanently repay Indebtedness outstanding on above and the Issue Date (other than any Indebtedness subordinated by its terms next paragraph shall not apply to the Notes) with a Stated Maturity prior to the maturity extent an Asset Sale consists of the Notes exchange of one or more newspapers, Permitted Investments or assets or properties utilized in a Permitted Business for one or more newspapers, Permitted Investments or assets or properties utilized in a Permitted Business. The Company will, and will cause each such Restricted Subsidiary to, apply the Net Cash Proceeds from any such Asset Sale within 360 days of receipt thereof to (and i) reinvestment by the Company or such Restricted Subsidiary in a Permitted Investment or property or assets to correspondingly reduce commitments with respect thereto be employed in a Permitted Business, (ii) the case permanent repayment of revolving borrowingsDebt (including premium) of the Company or any its Restricted Subsidiaries that is held by a person other than a Restricted Subsidiary that is a Subsidiary Guarantor or Indebtedness Affiliate of the Company, or (and to correspondingly reduce commitments with respect thereto iii) the repurchase of Notes tendered as described in the case of revolving borrowings) of any Restricted Subsidiary that is not a Subsidiary Guarantor; or (b) to the acquisition of Additional Assets (to the extent otherwise permitted by the Indenture) or the making of a capital expenditure, in each case, in a Permitted Business (or enter into a binding commitment for any such acquisition or expenditure); provided that such binding commitment shall be treated as a permitted application of Net Proceeds from the date of such commitment until and only until the earlier of (x) the date on which such expenditure or acquisition is consummated and (y) the 180th day following the expiration of the aforementioned 360 day period. If the acquisition or expenditure contemplated by such binding commitment is not consummated on or before such 180th day and the Company shall not have applied such Net Proceeds pursuant to clause (a) above on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds at any time. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indentureimmediately succeeding paragraph. Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in clause (i) or (ii) of the first preceding sentence of this paragraph will be deemed to shall constitute "Excess Proceeds." When In the aggregate amount of event the Company or any Restricted Subsidiary shall have received any Excess Proceeds under the Indenture exceeds $25 millionProceeds, the Issuers Company will be required to make an offer to all holders of Notes issued under the Indenture (an "Asset Sale Offer") Holders to purchase the maximum principal amount of Notes and, if the Issuers are required to do so under the terms of any other Indebtedness ranking pari passu with such Notes, such other Indebtedness on a pro rata basis with the Notes, that may be purchased out of the such Excess Proceeds, at a purchase price an offer price, in cash in an amount equal to 100% of the outstanding principal amount thereof thereof, plus the accrued and unpaid interest and Liquidated Damagesthereon, if any, thereon, to the date fixed for the closing of purchase such offer, in accordance with the procedures set out forth in the this Indenture. To the extent that the aggregate principal amount of Notes (and any other pari passu Indebtedness subject to such Asset Sale Offer) tendered pursuant to such Asset Sale Offers an offer to purchase is less than the Excess Proceeds, the Issuers may, subject to the other terms of Company may use such excess for any purpose not prohibited by the Indenture, use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by holders Holders thereof in connection with any Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion Notwithstanding the foregoing, if after applying any Net Cash Proceeds received from Asset Sales in accordance with clauses (i) and (ii) of the immediately preceding paragraph, Excess Proceeds are less than $10.0 million, the application of such Excess Proceeds to repurchase the Notes may be deferred until such time as such Excess Proceeds are at least equal to $10.0 million, at which time the Company or such Restricted Subsidiary shall, within 30 days, apply all such Excess Proceeds to an offer to purchase made under repurchase the IndentureNotes. The Company will comply, to the amount extent applicable, with the requirements of Excess Proceeds under Section 14(e) of the Indenture shall be reset at zero.Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to the covenant described hereunder. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section

Limitation on Sales of Assets. The Company will not, ----------------------------- and will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an directly or indirectly, make any Asset Sale Disposition unless (i) the Company and/or the Restricted (or such Subsidiary, as the case may be, receives consideration ) re ceives at the time of such Asset Sale Disposition consideration which (x) is paid at - least 85% in cash and (y) is at least equal to the fair market value (including - the value of all noncash consideration), as conclusively determined in good faith by, and evidenced by a resolution of the Partnership Governance Committee Board of Directors, if the consideration to be received by the Company set forth is equal to or greater than $1 million (or, if the consideration to be received by the Company is less than $1 million but greater than $100,000 (except in the case of Asset Dispositions to franchisees in the ordinary course of business), as cer tified in good faith by two Officers, one of whom shall be the President, in an Officers' Certificate delivered to the Trustee) Trustee within 30 Business Days following such Asset Dis position (no certificate being required for sales as to which the consideration is $100,000 or less), of the shares and assets or Equity Interests issued or sold or otherwise disposed ofsubject to such Asset Disposition; and (ii) at least 75% of the consideration therefor received by the Company and/or such Restricted Subsidiary is in the form of cash or Cash Equivalentsprovided, or a controlling interest or a joint venture interest (to the extent otherwise permitted by the Indenture) in a business engaged in a Permitted Business or long-term property or assets that are used or useful in a Permitted Business; provided -------- however, that the amount of requirement set forth in clause (x) above shall not apply to ------- any liabilities (as shown on sale, lease, sublease, transfer or other disposition of stores to franchisees in the ordinary course of business or of individual under performing, non utilized or obsolete assets by the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company , or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to Sub sidiary in the Notes or any guarantee thereof) that are assumed by the transferee ordinary course of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee to the extent they are promptly converted or monetized by the Company or such Restricted Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provisionbusiness. Within 360 210 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (a) to permanently repay Indebtedness outstanding on the Issue Date (other than any Indebtedness subordinated by its terms to the Notes) with a Stated Maturity prior to the maturity of the Notes (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or Indebtedness (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of any Restricted Subsidiary that is not a Subsidiary Guarantor; or (b) to the acquisition of Additional Assets (to the extent otherwise permitted by the Indenture) or the making of a capital expenditure, in each case, in a Permitted Business (or enter into a binding commitment for any such acquisition or expenditure); provided that such binding commitment shall be treated as a permitted application of Net Proceeds from the date of such commitment until and only until Asset Disposition (the earlier "Disposition Period"), the Company (or such Subsidiary, as the ------------------ case may be) may apply all or any portion of the Net Available Cash Proceeds from such Asset Disposition to (x) the date on which such expenditure prepayment of Senior Indebtedness or acquisition is consummated and (y) - - an investment in Fixed-Assets in the 180th day following same or substantially similar line of business as the expiration assets that were the subject of such Asset Disposition, provided that, if such Net Available Cash Proceeds are applied to the prepayment of Senior Indebtedness, the re lated loan commitment, if any, shall be permanently reduced, except that in the event the Company repays revolving loans outstanding under the New Credit Agreement with such Net Available Cash Proceeds, the related loan commitment need not be permanently reduced so long as the Company reborrows the full amount of the aforementioned 360 day periodamount so prepaid and invests such amount in Fixed Assets in the same or substantially similar lines of business as the assets that were the subject of such Asset Disposition within the Disposition Period. If Without limiting the acquisition lines of business which are considered the same or expenditure contemplated substantially similar for the purposes hereof, the sale of gasoline, the operation of convenience stores, the franchising of convenience stores, and the manu facturing, processing, and distribution businesses currently conducted by the Company will be deemed to qualify as the same or substantially similar lines of business. Not withstanding the foregoing, if the Company enters into a written agreement within the Disposition Period pursuant to which the Company commits to reinvest such binding commitment is not consummated on Net Available Cash Proceeds in Fixed Assets in the same or before substantially similar line of business as the assets that were the subject of such 180th day and Asset Disposition, the Company shall not have applied be permitted to reinvest such Net Available Cash Proceeds pursuant within 90 days from the date of termination of the Disposition Period in accordance with such written agreement. Subject to clause (a) above on or before such 180th daythe provisions of the last sentence of this Section 5.16, such commitment shall be deemed not to have been a permitted application of any Net Available Cash Proceeds at any time. Pending the final application of from any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales Disposition that are not applied or invested as provided in the first sentence of this paragraph will pre ceding three sentences shall constitute and be deemed referred to constitute herein as "Excess Proceeds." When (x) any Excess Proceeds arise from the sale, --------------- - issuance or other disposition of Cap ital Stock of a Subsidiary or the Non- Recourse Subsidiary (except to a Wholly Owned Subsidiary which is a Guarantor) or the sale or other disposition of all or substantially all of the assets of a Subsidiary or the Non-Recourse Subsidiary in one transaction or a series of related transactions (except to a Wholly Owned Subsidiary which is a Guarantor) or (y) the aggregate amount of Excess Proceeds under the Indenture from all Asset Dispositions - (other than those referred to in clause (x) of this sentence) exceeds $25 5.0 million, the Issuers will be required to Company shall make an offer to all holders of Notes issued under the Indenture a Disposition Offer (an "Asset Sale Offer"as defined in Section 4.9 hereof) to purchase the maximum principal amount of Notes and, if the Issuers are required to do so under the terms of any other Indebtedness ranking pari passu with such Notes, such other Indebtedness on a pro rata basis with the Notes, that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase in accordance with the procedures set out in the Indenture. To the extent that the aggregate amount of Notes (and any other pari passu Indebtedness subject to such Asset Sale Offer) tendered Securities pursuant to such Asset Sale Offers is less than the Excess Proceeds, the Issuers may, and subject to the conditions of Section 4.9 hereof. Notwithstanding the foregoing, (i) an aggregate of $1.0 - million of Net Available Cash Proceeds received by the Company and/or the Sub sidiaries in any fiscal year from Asset Dispositions, not involving the sale, issuance or other terms disposition of Capital Stock of a Subsidiary or the Non-Recourse Subsidiary or the sale or other disposition of all or substantially all of the Indentureassets of a Subsidiary or the Non-Recourse Subsidiary, use shall not be subject to this Section 5.16, and (ii) the Company may -- not, and may not permit any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by holders thereof in connection with Subsidiary to, directly or indirectly, make any Asset Sale Offer exceeds the amount Disposition of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion any of the offer Capital Stock of a Subsidiary or the Non- Recourse Subsidiary except pursuant to purchase made under an Asset Disposition of all of the Indenture, Capital Stock of such Subsidiary or the amount of Excess Proceeds under the Indenture shall be reset at zeroNon-Recourse Subsidiary.

Limitation on Sales of Assets. The Company will (a) Mediacom shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an Asset Sale unless (i) the Company and/or the Mediacom or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale sale or other disposition at least equal to the fair market value thereof (as conclusively determined in good faith by the Executive Committee, whose determination shall be conclusive and evidenced by a resolution of the Partnership Governance Committee of the Company set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed ofResolution); and (ii) at least not less than 75% of the consideration therefor received by the Company and/or Mediacom or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; and (iii) the Asset Sale Proceeds received by Mediacom or such Restricted Subsidiary are applied (a) first, or a controlling interest or a joint venture interest (to the extent otherwise permitted by Mediacom elects, or is required, to prepay, repay or purchase debt under any then existing Indebtedness of Mediacom or any Restricted Subsidiary within 360 days following the Indenturereceipt of the Asset Sale Proceeds from any Asset Sale or, to the extent Mediacom elects, to make an investment in assets (including Equity Interests or other securities purchased in connection with the acquisition of Equity Interests or property of another Person) in a business engaged in a Permitted Business or long-term property or assets that are used or useful in a Permitted Related Business; , provided that the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or any Restricted Subsidiary (other than contingent liabilities investment occurs and liabilities that such Asset Sale Proceeds are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee to the extent they are promptly converted or monetized by the Company or such Restricted Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision. Within so applied within 360 days after following the receipt of any Net such Asset Sale Proceeds from an Asset Sale(the "Reinvestment Date"), the Company may apply such Net Proceeds, at its option, (a) to permanently repay Indebtedness outstanding on the Issue Date (other than any Indebtedness subordinated by its terms to the Notes) with a Stated Maturity prior to the maturity of the Notes (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or Indebtedness (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of any Restricted Subsidiary that is not a Subsidiary Guarantor; or (b) to the acquisition of Additional Assets (to the extent otherwise permitted by the Indenture) or the making of a capital expendituresecond, in each case, in a Permitted Business (or enter into a binding commitment for any such acquisition or expenditure); provided that such binding commitment shall be treated as a permitted application of Net Proceeds from the date of such commitment until and only until the earlier of (x) the date on which such expenditure or acquisition is consummated and (y) the 180th day following the expiration of the aforementioned 360 day period. If the acquisition or expenditure contemplated by such binding commitment is not consummated on or before such 180th day and the Company shall not have applied such Net Proceeds pursuant to clause (a) above on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds at any time. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds under the Indenture exceeds $25 million, the Issuers will be required to make an offer to all holders of Notes issued under the Indenture (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and, if the Issuers are required to do so under the terms of any other Indebtedness ranking pari passu with such Notes, such other Indebtedness on a pro rata basis (1) to the repayment of an amount of Other Pari Passu Debt not exceeding the Other Pari Passu Debt Pro Rata Share (provided that any such repayment shall result in a permanent reduction of any commitment in respect thereof in an amount equal to the principal amount so repaid) and (2) if on the Reinvestment Date with respect to any Asset Sale the Excess Proceeds exceed $10,000,000, the Issuers shall apply an amount equal to such Excess Proceeds to an offer to repurchase the Notes, that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase in accordance with repurchase (an "Excess Proceeds Offer"); provided, that so long as any of the procedures set out in the Indenture. To the extent that the aggregate amount of 81/2% Notes (and any other pari passu Indebtedness subject to such Asset Sale Offer) tendered pursuant to such Asset Sale Offers is less than the Excess Proceedsor 77/8% Notes are outstanding, the Issuers mayshall make such an Excess Proceeds Offer, subject together with a similar pro rata offer to the other terms holders of the Indenture81/2% Notes and/or the 77/8% Notes, use as applicable, and purchase any remaining Notes, 81/2% Notes or 77/8% Notes tendered in such offers within 359 days following the receipt of the Asset Sales Proceeds. If an Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by holders thereof in connection with any Asset Sale Offer exceeds the amount of Excess Proceedsis not fully subscribed, the Trustee shall select Issuers may retain the Notes to be purchased on a pro rata basis. Upon completion portion of the offer Excess Proceeds not required to purchase made under repurchase Notes. For purposes of determining in clause (ii) above the Indenturepercentage of cash consideration received by Mediacom or any Restricted Subsidiary, the amount of Excess Proceeds under any (x) liabilities (as shown on Mediacom's or such Restricted Subsidiary's most recent balance sheet) of Mediacom or any Restricted Subsidiary that are actually assumed by the Indenture transferee in such Asset Sale and from which Mediacom and the Restricted Subsidiaries are fully released shall be reset at zerodeemed to be cash, and (y) securities, notes or other similar obligations received by Mediacom or such Restricted Subsidiary from such transferee that are immediately converted (or are converted within 30 days of the related Asset Sale) by Mediacom or such Restricted Subsidiary into cash shall be deemed to be cash in an amount equal to the net cash proceeds realized upon such conversion.

Limitation on Sales of Assets. The Company will (a) Mediacom LLC shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an Asset Sale unless (i) the Company and/or the Mediacom LLC or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale sale or other disposition at least equal to the fair market value thereof (as conclusively determined in good faith by the Executive Committee, whose determination shall be conclusive and evidenced by a resolution of the Partnership Governance Committee of the Company set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed ofResolution); and (ii) at least not less than 75% of the consideration therefor received by the Company and/or Mediacom LLC or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; and (iii) the Asset Sale Proceeds received by Mediacom LLC or such Restricted Subsidiary are applied (a) first, or a controlling interest or a joint venture interest (to the extent otherwise permitted by Mediacom LLC elects, or is required, to prepay, repay or purchase debt under any then existing Indebtedness of Mediacom LLC or any Restricted Subsidiary within 360 days following the Indenturereceipt of the Asset Sale Proceeds from any Asset Sale or, to the extent Mediacom LLC elects, to make, or commits pursuant to a written agreement to make, an investment in assets (including, without limitation, Equity Interests or other securities purchased in connection with the acquisition of Equity Interests or property of another Person) in a business engaged in a Permitted Business or long-term property or assets that are used or useful in a Permitted Related Business; , provided that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following the amount receipt of (x) any liabilities (as shown on such Asset Sale Proceeds or, in the Company's or such Restricted Subsidiary's most recent balance sheet) case of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated funds committed to the Notes or any guarantee thereof) that are assumed by the transferee of any be invested in such assets pursuant to a customary novation written agreement that releases the Company or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee to the extent they are promptly converted or monetized by the Company or such Restricted Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision. Within dated within 360 days after following the receipt of any Net such Asset Sale Proceeds, such investment occurs within 540 days following the receipt of such Asset Sale Proceeds from an Asset Sale(such 360th day or 540th day, as the case may be, the Company may apply such Net Proceeds“Reinvestment Date”), at its option, (a) to permanently repay Indebtedness outstanding on the Issue Date (other than any Indebtedness subordinated by its terms to the Notes) with a Stated Maturity prior to the maturity of the Notes (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or Indebtedness (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of any Restricted Subsidiary that is not a Subsidiary Guarantor; or (b) to the acquisition of Additional Assets (to the extent otherwise permitted by the Indenture) or the making of a capital expendituresecond, in each case, in a Permitted Business (or enter into a binding commitment for any such acquisition or expenditure); provided that such binding commitment shall be treated as a permitted application of Net Proceeds from the date of such commitment until and only until the earlier of (x) the date on which such expenditure or acquisition is consummated and (y) the 180th day following the expiration of the aforementioned 360 day period. If the acquisition or expenditure contemplated by such binding commitment is not consummated on or before such 180th day and the Company shall not have applied such Net Proceeds pursuant to clause (a) above on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds at any time. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds under the Indenture exceeds $25 million, the Issuers will be required to make an offer to all holders of Notes issued under the Indenture (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and, if the Issuers are required to do so under the terms of any other Indebtedness ranking pari passu with such Notes, such other Indebtedness on a pro rata basis (1) to the repayment of an amount of Other Pari Passu Debt not exceeding the Other Pari Passu Debt Pro Rata Share (provided that any such repayment shall result in a permanent reduction of any commitment in respect thereof in an amount equal to the principal amount so repaid) and (2) if on the Reinvestment Date with respect to any Asset Sale the Excess Proceeds exceed $15,000,000, the Issuers shall apply an amount equal to such Excess Proceeds to an offer to repurchase the Notes, that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, thereon, thereon to the date of purchase in accordance with the procedures set out in the Indenturerepurchase (an “Excess Proceeds Offer”). To the extent that the aggregate amount of Notes (and any other pari passu Indebtedness subject to such Asset Sale Offer) tendered pursuant to such Asset Sale Offers If an Excess Proceeds Offer is less than the Excess Proceedsnot fully subscribed, the Issuers may, subject to may retain the other terms portion of the Indenture, use any remaining Excess Proceeds for general corporate purposesnot required to repurchase Notes. If For purposes of determining in clause (ii) above the aggregate principal amount percentage of Notes surrendered cash consideration received by holders thereof in connection with Mediacom LLC or any Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of the offer to purchase made under the IndentureRestricted Subsidiary, the amount of Excess Proceeds under any (x) liabilities (as shown on Mediacom LLC’s or such Restricted Subsidiary’s most recent balance sheet) of Mediacom LLC or any Restricted Subsidiary that are actually assumed by the Indenture transferee in such Asset Sale and from which Mediacom LLC and the Restricted Subsidiaries are fully released shall be reset at zerodeemed to be cash, and (y) securities, notes or other similar obligations received by Mediacom LLC or such Restricted Subsidiary from such transferee that are immediately converted (or are converted within 30 days of the related Asset Sale) by Mediacom LLC or such Restricted Subsidiary into cash shall be deemed to be cash in an amount equal to the net cash proceeds realized upon such conversion.

Limitation on Sales of Assets. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale Disposition unless (i) the Company and/or the Restricted Subsidiary, as the case may be, or such Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Sale Disposition at least equal to the fair market value (as conclusively evidenced by a resolution of the Partnership Governance Committee of the Company set forth in an Officers' Certificate delivered shares and assets subject to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of; and such Asset Disposition, (ii) at least 7585% of the consideration therefor thereof received by the Company and/or or such Restricted Subsidiary is in the form of cash and (iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or Cash Equivalentssuch Subsidiary, or a controlling interest or a joint venture interest as the case may be) (A) first, to the extent otherwise permitted the Company elects (or is required by the Indentureterms of any Senior Indebtedness or Indebtedness (other than Preferred Stock) in of a business engaged in a Permitted Business Wholly-Owned Subsidiary), to prepay, repay or long-term property or assets that are used or useful in a Permitted Business; provided that the amount of (x) any liabilities (as shown on the Company's purchase Senior Indebtedness or such Restricted Subsidiary's most recent balance sheetIndebtedness (other than Preferred Stock) of a Wholly-Owned Subsidiary (in each case other than Indebtedness owed to the Company or any Restricted Subsidiary an Affiliate of the Company) within one year after the later of the date of such Asset Disposition or the receipt of such Net Available Cash; (other than contingent liabilities and liabilities that are by their terms subordinated B) second, to the Notes or any guarantee thereof) that are assumed by extent of the transferee balance of any such assets pursuant Net Available Cash after application in accordance with clause (A), to a customary novation agreement that releases the extent the Company or such Restricted Subsidiary from further liability and elects, to reinvest in Additional Assets (y) any securities, notes or other obligations including by means of an Investment in Additional Assets by a Subsidiary with Net Available Cash received by the Company or any another Subsidiary) within one year after the later of the date of such Restricted Subsidiary from Asset Disposition or the receipt of such transferee to the extent they are promptly converted or monetized by the Company or such Restricted Subsidiary into cash Net Available Cash; (C) third, to the extent of the cash receivedbalance of such Net Available Cash after application in accordance with clauses (A) and (B), shall be deemed to be cash for purposes of this provision. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (a) to permanently repay Indebtedness outstanding on the Issue Date (other than any Indebtedness subordinated by its terms to the Notes) with a Stated Maturity prior to the maturity of the Notes (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or Indebtedness (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of any Restricted Subsidiary that is not a Subsidiary Guarantor; or (b) to the acquisition of Additional Assets (to the extent otherwise permitted by the Indenture) or the making of a capital expenditure, in each case, in a Permitted Business (or enter into a binding commitment for any such acquisition or expenditure); provided that such binding commitment shall be treated as a permitted application of Net Proceeds from the date of such commitment until and only until the earlier of (x) the date on which such expenditure or acquisition is consummated and (y) the 180th day following the expiration of the aforementioned 360 day period. If the acquisition or expenditure contemplated by such binding commitment is not consummated on or before such 180th day and the Company shall not have applied such Net Proceeds pursuant to clause (a) above on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds at any time. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds under the Indenture exceeds $25 million, the Issuers will be required to make an offer to all holders of Notes issued under the Indenture (an "Asset Sale Offer") to purchase the maximum principal amount of Existing Notes and, if pursuant and subject to the Issuers are required to do so under the terms of any other Indebtedness ranking pari passu with such Notes, such other Indebtedness on a pro rata basis with the Notes, that may be purchased out conditions of the Excess Proceeds, Existing Indentures to the Holders at a purchase price in cash in an amount equal to of 100% of the principal amount thereof plus accrued and unpaid interest to the purchase date, and Liquidated Damages(D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C), to make an offer to purchase the Notes and other Senior Subordinated Indebtedness (other than the Existing Notes) at the time outstanding with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from any Asset Disposition ("Pari Passu Notes") at 100% of the principal amount thereof (or 100% of the accreted value of such Pari Passu Notes if such Pari Passu Notes were issued at a discount) plus accrued and unpaid interest, if any, thereon, to the date of purchase purchase; and (E) fifth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B), (C) and (D), to (x) acquire Additional Assets (other than Indebtedness and Capital Stock) or (y) prepay, repay or purchase Indebtedness of the procedures set out Company (other than Indebtedness owed to an Affiliate of the Company and other than Disqualified Stock of the Company) or Indebtedness of any Subsidiary (other than Indebtedness owed to the Company or an Affiliate of the Company), in each case described in this clause (E) within one year from the Indenturereceipt of such Net Available Cash or, if the Company has made an Offer pursuant to clause (D), six months from the date such Offer is consummated; provided, however, that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A), (C), (D) or (E) above, the Company or such Subsidiary shall retire such Indebtedness and shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. To Notwithstanding the foregoing provisions, the Company and its Subsidiaries shall not be required to apply any Net Available Cash in accordance herewith except to the extent that the aggregate amount of Notes (and Net Available Cash from all Asset Dispositions which are not applied in accordance with this Section 4.6 at any other pari passu Indebtedness subject time exceed $5.0 million. The Company shall not be required to such Asset Sale Offer) tendered make an offer for Securities pursuant to such Asset Sale Offers this covenant if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (A), (B) and (C)) is less than $10.0 million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of determining whether an offer is required with respect to the Excess ProceedsNet Available Cash from any subsequent Asset Disposition). For the purposes of this Section 4.6, the Issuers may, subject following will be deemed to be cash: (x) the assumption of Indebtedness (other terms than Disqualified Stock) of the Indenture, use Company or any remaining Excess Proceeds for general corporate purposes. If Subsidiary and the aggregate principal amount release of Notes surrendered by holders thereof the Company or such Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition and (y) securities received by the Company or any Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion Subsidiary of the offer to purchase made under Company from the Indenture, transferee that are promptly converted by the amount of Excess Proceeds under the Indenture shall be reset at zeroCompany or such Subsidiary into cash.

Limitation on Sales of Assets. (a) The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an make any Asset Sale Disposition unless (i) the Company and/or the Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as conclusively evidenced by a resolution of the Partnership Governance Committee of the Company set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of; and (ii) at least 75% of the consideration therefor (excluding, in the case of an Asset Disposition of assets, any consideration by way of relief from, or by any other person assuming responsibility for, any liabilities, contingent or otherwise, which are not Indebtedness) received by the Company and/or or such Restricted Subsidiary is in the form of cash or and (ii) an amount equal to 100% of the Net Available Cash Equivalents, or a controlling interest or a joint venture interest (to the extent otherwise permitted from such Asset Disposition is applied by the Indenture) in a business engaged in a Permitted Business or long-term property or assets that are used or useful in a Permitted Business; provided that the amount of Company (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet, as the case may be) (A) first, to the extent the Company elects (or is required by the terms of any Senior Indebtedness or Indebtedness (other than Preferred Stock) of a Restricted Subsidiary), to prepay, repay or purchase Senior Indebtedness or such Indebtedness of a Restricted Subsidiary (in each case other than Indebtedness owed to the Company or any a Restricted Subsidiary of the Company) within 365 days after the date of such Asset Disposition; (other than contingent liabilities and liabilities that are by their terms subordinated B) second, to the Notes or any guarantee thereof) that are assumed by ------ extent of the transferee balance of any such assets pursuant Net Available Cash after application in accordance with clause (A), to a customary novation agreement that releases the extent the Company or such Restricted Subsidiary from further liability and elects, to reinvest in Additional Assets (y) any securities, notes or other obligations including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or any such another Restricted Subsidiary from such transferee to the extent they are promptly converted or monetized by the Company or such Restricted Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision. Within 360 Subsidiary) within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (a) to permanently repay Indebtedness outstanding on the Issue Date (other than any Indebtedness subordinated by its terms to the Notes) with a Stated Maturity prior to the maturity of the Notes (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or Indebtedness (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of any Restricted Subsidiary that is not a Subsidiary Guarantor; or (b) to the acquisition of Additional Assets (to the extent otherwise permitted by the Indenture) or the making of a capital expenditure, in each case, in a Permitted Business (or enter into a binding commitment for any such acquisition or expenditure); provided that such binding commitment shall be treated as a permitted application of Net Proceeds from the date of such commitment until and only until Asset Disposition or, if such reinvestment in Additional Assets is a project authorized by the earlier Board of Directors that will take longer than 365 days to complete, the period of time necessary to complete such project; (xC) third, to ----- the date on which extent of the balance of such expenditure or acquisition is consummated Net Available Cash after application in accordance with clauses (A) and (yB) the 180th day following the expiration of the aforementioned 360 day period. If the acquisition or expenditure contemplated by (such binding commitment is not consummated on or before such 180th day and the Company shall not have applied such Net Proceeds pursuant to clause (a) above on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds at any time. Pending the final application of any such Net Proceedsbalance, the Company may temporarily reduce the revolving Indebtedness under the Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds under the Indenture exceeds $25 million"), the Issuers will be required to make an offer to all holders purchase Notes at a price in cash equal to (i) in the case of Notes issued under the Indenture (an "Asset Sale Offer") to purchase Senior Subordinated Notes, 100% of the maximum principal amount of Notes andthereof, plus accrued and unpaid interest, if any, to the Issuers are purchase date and (ii) in the case of the Senior Subordinated Discount Notes, prior to November 1, 2002, 100% of the Accreted Value thereof on the purchase date and thereafter, 100% of the Accreted Value thereof, plus accrued and unpaid interest, if any, thereon to the purchase date, and (to the extent required to do so under by the terms of thereof) any other Senior Subordinated Indebtedness ranking pari passu with such Notes, pursuant and subject to the conditions of the agreements governing such other Indebtedness on a pro rata basis with the Notes, that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to of 100% of the principal amount thereof plus accrued and unpaid interest to the purchase date and Liquidated Damages, if any, thereon(D) fourth, to the date extent of purchase the balance of such Excess Proceeds after application in accordance with clauses (A), (B) and (C) above, to fund (to the procedures set out extent consistent with any other applicable provision of this Indenture) any general corporate purpose (including the repayment of Subordinated Obligations); provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A) or (C) above, the IndentureCompany or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this covenant, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this covenant except to the extent that the aggregate Net Available Cash from all Asset Dispositions that is not applied in accordance with this covenant exceeds $10.0 million. To the extent that the aggregate principal amount (or Accreted Value, as the case may be) of the Notes (and any other pari passu Senior Subordinated Indebtedness subject to such Asset Sale Offer) tendered pursuant to such Asset Sale Offers is less than the Excess Proceeds, the Issuers may, subject an offer to the other terms of the Indenture, use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by holders thereof purchase made in connection accordance with any Asset Sale Offer clause (C) above exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Senior Subordinated Indebtedness to be purchased on a pro rata basis, based on the aggregate principal amount (or Accreted Value, as applicable) thereof surrendered in such offer to purchase. Upon completion of the such offer to purchase made under the Indenturepurchase, the amount of Excess Proceeds under the Indenture shall be reset at to zero. For the purposes of this covenant, the following are deemed to be cash: (v) Cash Equivalents, (w) the assumption of Indebtedness of the Company (other than Disqualified Stock of the Company) or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition, (x) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Company and each other Restricted Subsidiary is released from any Guarantee (or is the beneficiary of any indemnity with respect thereto which is secured by any letter of credit or cash equivalents) of such Indebtedness in connection with such Asset Disposition, (y) securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash, and (z) consideration consisting of Indebtedness of the Company or any Restricted Subsidiary.

Limitation on Sales of Assets. The Company will (a) Mediacom LLC shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, consummate an Asset Sale unless (i) the Company and/or the Mediacom LLC or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale sale or other disposition at least equal to the fair market value thereof (as conclusively determined in good faith by the Executive Committee, whose determination shall be conclusive and evidenced by a resolution of the Partnership Governance Committee of the Company set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed ofResolution); and (ii) at least not less than 75% of the consideration therefor received by the Company and/or Mediacom LLC or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; and (iii) the Asset Sale Proceeds received by Mediacom LLC or such Restricted Subsidiary are applied (a) first, or a controlling interest or a joint venture interest (to the extent otherwise permitted by Mediacom LLC elects, or is required, to prepay, repay or purchase debt under any then existing Indebtedness of Mediacom LLC or any Restricted Subsidiary within 360 days following the Indenturereceipt of the Asset Sale Proceeds from any Asset Sale or, to the extent Mediacom LLC elects, to make, or commits pursuant to a written agreement to make, an investment in assets (including, without limitation, Equity Interests or other securities purchased in connection with the acquisition of Equity Interests or property of another Person) in a business engaged in a Permitted Business or long-term property or assets that are used or useful in a Permitted Related Business; , provided that such investment occurs and such Asset Sale Proceeds are so applied within 360 days following the amount receipt of (x) any liabilities (as shown on such Asset Sale Proceeds or, in the Company's or such Restricted Subsidiary's most recent balance sheet) case of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated funds committed to the Notes or any guarantee thereof) that are assumed by the transferee of any be invested in such assets pursuant to a customary novation written agreement that releases the Company or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee to the extent they are promptly converted or monetized by the Company or such Restricted Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision. Within dated within 360 days after following the receipt of any Net such Asset Sale Proceeds, such investment occurs within 540 days following the receipt of such Asset Sale Proceeds from an Asset Sale(such 360th day or 540th day, as the case may be, the Company may apply such Net Proceeds“Reinvestment Date”), at its option, (a) to permanently repay Indebtedness outstanding on the Issue Date (other than any Indebtedness subordinated by its terms to the Notes) with a Stated Maturity prior to the maturity of the Notes (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or Indebtedness (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of any Restricted Subsidiary that is not a Subsidiary Guarantor; or (b) to the acquisition of Additional Assets (to the extent otherwise permitted by the Indenture) or the making of a capital expendituresecond, in each case, in a Permitted Business (or enter into a binding commitment for any such acquisition or expenditure); provided that such binding commitment shall be treated as a permitted application of Net Proceeds from the date of such commitment until and only until the earlier of (x) the date on which such expenditure or acquisition is consummated and (y) the 180th day following the expiration of the aforementioned 360 day period. If the acquisition or expenditure contemplated by such binding commitment is not consummated on or before such 180th day and the Company shall not have applied such Net Proceeds pursuant to clause (a) above on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds at any time. Pending the final application of any such Net Proceeds, the Company may temporarily reduce the revolving Indebtedness under the Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds under the Indenture exceeds $25 million, the Issuers will be required to make an offer to all holders of Notes issued under the Indenture (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and, if the Issuers are required to do so under the terms of any other Indebtedness ranking pari passu with such Notes, such other Indebtedness on a pro rata basis (1) to the repayment of an amount of Other Pari Passu Debt not exceeding the Other Pari Passu Debt Pro Rata Share (provided that any such repayment shall result in a permanent reduction of any commitment in respect thereof in an amount equal to the principal amount so repaid) and (2) if on the Reinvestment Date with respect to any Asset Sale the Excess Proceeds exceed $15,000,000, the Issuers shall apply an amount equal to such Excess Proceeds to an offer to repurchase the Notes, that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, thereon, thereon to the date of purchase in accordance with the procedures set out in the Indenturerepurchase (an “Excess Proceeds Offer”). To the extent that the aggregate amount of Notes (and any other pari passu Indebtedness subject to such Asset Sale Offer) tendered pursuant to such Asset Sale Offers If an Excess Proceeds Offer is less than the Excess Proceedsnot fully subscribed, the Issuers may, subject to may retain the other terms portion of the Indenture, use any remaining Excess Proceeds for general corporate purposesnot required to repurchase Notes. If For purposes of determining in clause (ii) above the aggregate principal amount percentage of Notes surrendered cash consideration received by holders thereof in connection with Mediacom LLC or any Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of the offer to purchase made under the IndentureRestricted Subsidiary, the amount of Excess Proceeds under any (x) liabilities (as shown on Mediacom LLC’s or such Restricted Subsidiary’s most recent balance sheet) of Mediacom LLC or any Restricted Subsidiary that are actually assumed by the Indenture transferee in such Asset Sale and from which Mediacom LLC and the Restricted Subsidiaries are fully released shall be reset at zerodeemed to be cash, and (y) securities, notes or other similar obligations received by Mediacom LLC or such Restricted Subsidiary from such transferee that are immediately converted (or are converted within 30 days of the related Asset Sale) by Mediacom LLC or such Restricted Sub- sidiary into cash shall be deemed to be cash in an amount equal to the net cash proceeds realized upon such conversion.

Limitation on Sales of Assets. The Company will not, Garden State and will not permit any of its Restricted Subsidiaries tomay not, directly or indirectly, consummate an any Asset Sale unless unless: (i) the Company and/or the Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as conclusively evidenced by a resolution of the Partnership Governance Committee of the Company set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of; and (iia) at least 7585% of the consideration therefor received by the Company and/or Garden State or such Restricted Subsidiary is shall be in the form of cash or Cash Equivalents, or a controlling interest or a joint venture interest (to the extent otherwise permitted by the Indenture) in a business engaged in a Permitted Business or long-term property or assets that are used or useful in a Permitted Business; provided PROVIDED, that the amount of (xi) any liabilities (as shown on the CompanyGarden State's or such Restricted Subsidiary's most recent balance sheetsheet or in the notes thereto) of the Company Garden State or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or shall be excluded from such Restricted Subsidiary from further liability calculation and (yii) any securities, notes or other obligations received by the Company Garden State or any such Restricted Subsidiary from such transferee to the extent they that are promptly immediately converted or monetized by the Company Garden State or such Restricted Subsidiary into cash (to the extent of the cash received), ) shall be deemed deemed, to the extent of cash so received, to be cash for purposes of this provision. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (a) to permanently repay Indebtedness outstanding on the Issue Date (other than any Indebtedness subordinated by its terms to the Notes) with a Stated Maturity prior to the maturity of the Notes (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of the Company or any Restricted Subsidiary that is a Subsidiary Guarantor or Indebtedness (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of any Restricted Subsidiary that is not a Subsidiary Guarantor; or (b) Garden State or such Restricted Subsidiary shall have received consideration in such Asset Sale at least equal to the acquisition fair market value of Additional Assets the assets sold in such Asset Sale (to the extent otherwise permitted as determined in good faith by the Indenture) or the making Board of a capital expenditure, in each case, in a Permitted Business (or enter into a binding commitment for any such acquisition or expenditureDirectors of Garden State); provided that such binding commitment shall be treated as a permitted application of Net Proceeds from the date of such commitment until and only until the earlier of (x) the date on which such expenditure or acquisition is consummated and (yc) such Asset Sale is approved in writing by the 180th day following the expiration Board of the aforementioned 360 day period. If the acquisition or expenditure contemplated by such binding commitment is not consummated on or before such 180th day and the Company shall not have applied such Net Proceeds pursuant to Directors of Garden State; PROVIDED, however, that clause (a) above on shall not apply to the extent an Asset Sale consists of the exchange of one or before more newspapers for another newspaper. Garden State will, and will cause each such 180th dayRestricted Subsidiary to, such commitment shall be deemed not commit to have been a permitted application of apply the Net Cash Proceeds at any time. Pending the final application of from any such Net ProceedsAsset Sale within 270 days of receipt thereof, the Company may temporarily reduce the revolving Indebtedness under the Credit Facility or otherwise invest and will, and will cause such Restricted Subsidiary to, apply such Net Cash Proceeds within 360 days of receipt thereof to (i) reinvestment by Garden State or such Restricted Subsidiary in any manner property or assets to be employed in a Permitted Business, (ii) the permanent repayment of Debt (including premium) of Garden State or its Restricted Subsidiaries that is not prohibited held by a person other than a Restricted Subsidiary or Affiliate of Garden State, or (iii) the Indenturerepurchase of Notes tendered as described in the immediately succeeding paragraph. Any Net Cash Proceeds from Asset Sales that are not applied or invested as provided in clause (i) or (ii) of the first preceding sentence of this paragraph will be deemed to shall constitute "Excess Proceeds." When In the aggregate amount of event Garden State or any Restricted Subsidiary shall have received any Excess Proceeds under the Indenture exceeds $25 millionProceeds, the Issuers Garden State will be required to make an offer to all holders of the Notes issued under the Indenture (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and, if the Issuers are required to do so under the terms of any other Indebtedness ranking pari passu with such Notes, such other Indebtedness on a pro rata basis with the Notes, that may be purchased out of the such Excess Proceeds, at a purchase price an offer price, in cash in an amount equal to 100% of the outstanding principal amount thereof thereof, plus the accrued and unpaid interest and Liquidated Damagesthereon, if any, thereon, to the date fixed for the closing of purchase such offer, in accordance with the procedures set out forth in the this Indenture. To the extent that the aggregate principal amount of Notes (and any other pari passu Indebtedness subject to such Asset Sale Offer) tendered pursuant to such Asset Sale Offers an offer to purchase is less than the Excess Proceeds, the Issuers may, subject to the other terms of the Indenture, Garden State may use any remaining Excess Proceeds such excess for general corporate purposes. If the aggregate principal amount of Notes surrendered by holders thereof in connection with any Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion Notwithstanding the foregoing, if after applying any Net Cash Proceeds received from Assets Sales in accordance with clause (ii) of the offer immediately preceding paragraph, Excess Proceeds are less than $10.0 million, the application of such Excess Proceeds to purchase made repurchase the Notes may be deferred until such time as such Excess Proceeds are at least equal to $10.0 million, at which time Garden State or such Restricted Subsidiary shall apply all such Excess Proceeds to repurchase the Notes. In the event the repurchase of the Notes with Excess Proceeds constitutes a "tender offer" for purposes of Rule 14e-1 under the IndentureExchange Act at the time it is required, the amount of Excess Proceeds under the Indenture shall Garden State will be reset at zerorequired to comply with Rule 14e-1 as then in effect with respect to such repurchase.

Limitation on Sales of Assets. The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate cause, make or suffer to exist an Asset Sale Sale, unless (ix) the Company and/or the Company, or its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as conclusively evidenced determined in good faith by a resolution of the Partnership Governance Committee of the Company set forth in an Officers' Certificate delivered to the TrusteeCompany) of the assets or Equity Interests issued or sold or otherwise disposed of; of and (iiy) at least 75% of the consideration therefor received by the Company and/or Company, or such Restricted Subsidiary Subsidiary, as the case may be, is in the form of cash or Cash Equivalents, or a controlling interest or a joint venture interest (to the extent otherwise permitted by the Indenture) in a business engaged in a Permitted Business or long-term property or assets that are used or useful in a Permitted Business; provided that the amount of (xa) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheetsheet or in the notes thereto) of the Company or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) Notes), that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases assets, (b) any securities received by the Company or such Restricted Subsidiary from further liability and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee to the extent they that are promptly converted or monetized by the Company or such Restricted Subsidiary into cash (to the extent of the cash receivedreceived within 180 days following the closing of such Asset Sale) and (c) any Designated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) $100 million or (y) 15% of Total Assets at the time of the receipt of such Designated Noncash Consideration (with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall be deemed to be cash for the purposes of this provisionprovision and for no other purpose. Within 360 365 days after the Company's or any Restricted Subsidiary's receipt of any the Net Proceeds from an of any Asset Sale, the Company may apply or such Net ProceedsRestricted Subsidiary, at its option, may (ai) apply the Net Proceeds from such Asset Sale to permanently repay Indebtedness outstanding on reduce (x) Obligations under the Issue Date (other than any Indebtedness subordinated by its terms to the Notes) with a Stated Maturity prior to the maturity of the Notes Senior Credit Facilities (and to correspondingly reduce commitments with respect thereto thereto), (y) other Senior Indebtedness or Pari Passu Indebtedness (provided that if the Company shall so reduce Obligations under Pari Passu Indebtedness, it will equally and ratably reduce Obligations under the Notes if the Notes are then prepayable or, if the Notes may not be then prepaid, the Company shall make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid) or (z) Indebtedness of a Wholly Owned Restricted Subsidiary, (ii) apply the Net Proceeds from such Asset Sale to an investment in any one or more businesses, capital expenditures or acquisitions of other assets in each case, used or useful in a Similar Business (including investments or purchases of non-capital assets in connection with the construction or expansion of distribution facilities), (iii) in the case of revolving borrowings) a sale of the Company a store or any Restricted Subsidiary that is a Subsidiary Guarantor or Indebtedness (and stores, deem such Net Proceeds to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) of any Restricted Subsidiary that is not a Subsidiary Guarantor; or (b) to the acquisition of Additional Assets (have been applied to the extent otherwise permitted by of any capital expenditures made to construct or acquire a replacement store in the Indenture) or general vicinity of the making store sold within 365 days preceding the date of a capital expenditure, in each case, in a Permitted Business (or enter into a binding commitment for any such acquisition or expenditure)the Asset Sale; provided that such binding commitment shall be treated Net Proceeds were not previously excluded from the definition of Excess Proceeds as a permitted application result of the same capital expenditures made to acquire or construct such replacement store and/or (iv) apply the Net Proceeds from such Asset Sale to an investment in properties or assets that replace the date properties and assets that are the subject of such commitment until and only until the earlier of (x) the date on which such expenditure or acquisition is consummated and (y) the 180th day following the expiration of the aforementioned 360 day period. If the acquisition or expenditure contemplated by such binding commitment is not consummated on or before such 180th day and the Company shall not have applied such Net Proceeds pursuant to clause (a) above on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds at any timeAsset Sale. Pending the final application of any such Net Proceeds, the Company or such Restricted Subsidiary may temporarily reduce the revolving Indebtedness under the Credit Facility a revolving credit facility, if any, or otherwise invest such Net Proceeds in Cash Equivalents or Investment Grade Securities. The Indenture will provide that any manner that is not prohibited by the Indenture. Any Net Proceeds from the Asset Sales Sale that are not applied or invested as provided and within the time period set forth in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds under the Indenture exceeds $25 15.0 million, the Issuers will be required to Company shall make an offer to all holders of Notes issued under the Indenture Holders (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and, if the Issuers are required to do so under the terms of any other Indebtedness ranking pari passu with such Notes, such other Indebtedness on a pro rata basis with the Notesthat is an integral multiple of $1,000, that may be purchased out of the Excess Proceeds, Proceeds at a purchase an offer price in cash in an amount equal to 100% of the principal amount thereof thereof, plus accrued and unpaid interest and Liquidated Damagesinterest, if any, thereon, to the date fixed for the closing of purchase in accordance with such offer (the procedures set out in "Offered Price"). Within 10 Business Days after the Indenture. To the extent that date on which the aggregate amount of Notes (and any other pari passu Indebtedness subject to such Asset Sale Offer) tendered pursuant to such Asset Sale Offers is less than the Excess ProceedsProceeds exceeds $15.0 million, the Issuers mayCompany shall give to each Holder, subject with a copy to the other terms of Trustee, in the Indenture, use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by holders thereof manner provided in connection with any Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on Section 106 a pro rata basis. Upon completion of the offer to purchase made under the Indenture, the amount of Excess Proceeds under the Indenture shall be reset at zero.notice stating: