Common use of Limitation on Sales of Assets Clause in Contracts

Limitation on Sales of Assets. (a) The Company will not, and will not permit any Restricted Subsidiary to, make any Asset Disposition unless the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value of the shares and assets subject to such Asset Disposition of such fair market value shall be determined in good faith by the Board of Directors, whose determination shall be conclusive (including as to the value of 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 or 105 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 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 a Restricted Subsidiary of the Company) within 365 days after the date of such Asset Disposition; (B) second, to the extent of the balance of Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within 365 days from the date of such Asset Disposition or, if such reinvestment in Additional Assets is a project authorized by the Board of Directors that will take longer than 365 days to complete, the period of time necessary to complete such project; (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B) (such balance, the "Excess Proceeds"), to make an offer to purchase Securities at a price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date, and (to the extent required by the terms thereof) any other Senior Subordinated Indebtedness pursuant and subject to the conditions of the agreements governing such other Indebtedness at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest to the purchase date and (D) fourth, to the extent of the balance of such Excess Proceeds after application in accordance with clauses (A), (B) and (C) above, to fund (to the 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. 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 Securities and other Senior Subordinated Indebtedness tendered pursuant to an offer to purchase made in accordance with clause (C) above exceeds the amount of Excess Proceeds, the Trustee shall select the 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 such offer to purchase, the amount of Excess Proceeds shall be reset 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 106 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. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, make any Asset Disposition unless (i) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value value, of the shares and assets subject to such Asset Disposition of such fair market value shall be determined in good faith by the Board of Directors, whose determination shall be conclusive (including as to the value of all non-cash consideration)Disposition, (ii) at least 7585% 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) thereof received by the Company or 105 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 Restricted Wholly-Owned Subsidiary), to prepay, repay or purchase Senior Indebtedness or such Indebtedness (other than Preferred Stock) of a Restricted Wholly-Owned Subsidiary (in each case other than Indebtedness owed to the Company or a Restricted Subsidiary an Affiliate of the Company) within 365 days one-year after the later of the date of such Asset DispositionDisposition or the receipt of such Net Available Cash; (B) second, to the extent of the balance of Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within 365 days one year from the later of the date of such Asset Disposition or, if or the receipt of such reinvestment in Additional Assets is a project authorized by the Board of Directors that will take longer than 365 days to complete, the period of time necessary to complete such projectNet Available Cash; (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B) (such balance, the "Excess Proceeds"), to make an offer to purchase Securities at a price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date, and (to the extent required by the terms thereof) any other Senior Subordinated Indebtedness pursuant and subject to the conditions of this Indenture to the agreements governing such other Indebtedness Holders at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest to the purchase date date, and (D) fourth, to the extent of the balance of such Excess Proceeds Net Available Cash after application in accordance with clauses (A), (B) and (C) above), to fund (x) acquire Additional Assets (other than Indebtedness and Capital Stock) or (y) prepay, repay or purchase Indebtedness of the Company (other than Indebtedness owed to an Affiliate of the Company and other than Disqualified Stock of the Company) or Indebtedness of any Subsidiary (other than Indebtedness owed to the extent consistent with any other applicable provision Company or an Affiliate of the Company), in each case described in this Indentureclause (D) any general corporate purpose within one year from the receipt of such Net Available Cash or, if the Company has made an Offer pursuant to clause (including C), six months from the repayment of Subordinated Obligations)date such Offer is consummated; provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A), (C) or (CD) above, the Company or such Restricted Subsidiary will shall retire such Indebtedness and will shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased; provided, further, however that the foregoing proviso will not apply to the AF Sale Proceeds in the event the AF Sale is not consummated on or prior to the Issue Date. Notwithstanding the foregoing provisions of this covenantprovisions, the Company and the Restricted its Subsidiaries shall not be required to apply any Net Available Cash in accordance with this covenant herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions that is which are not applied in accordance with this Section 4.6 at any time exceed $1.0 million. The Company shall not be required to make an offer for Securities pursuant to this covenant exceeds if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (A) and (B)) is less than $10.0 million. To the extent that the aggregate principal amount million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of the Securities and other Senior Subordinated Indebtedness tendered pursuant to determining whether an offer is required with respect to purchase made in accordance with clause (C) above exceeds the amount of Excess Proceeds, the Trustee shall select the 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 such offer to purchase, the amount of Excess Proceeds shall be reset to zeroNet Available Cash from any subsequent Asset Disposition). For the purposes of this covenantSection 4.6, the following are will be deemed to be cash: (v) Cash Equivalents, (wx) the assumption of Indebtedness of the Company (other than Disqualified Stock Stock) of the Company) 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 Disposition and each other Restricted Subsidiary is released from any Guarantee (or is the beneficiary of any indemnity with respect thereto which is 106 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 of the Company 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. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, make any Asset Disposition unless (i) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value of the shares and assets subject to such Asset Disposition of such fair market value shall be determined in good faith by the Board of Directors, whose determination shall be conclusive (including as to the value of all non-cash consideration)Disposition, (ii) at least 7580% 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) thereof received by the Company or 105 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 of the Company or Indebtedness (other than Preferred Stock) of a Restricted Wholly Owned Subsidiary), to prepay, repay or purchase Senior Indebtedness of the Company or such Indebtedness (other than Preferred Stock) of a Restricted Wholly Owned Subsidiary (in each case other than Indebtedness owed to the Company or a Restricted Subsidiary an Affiliate of the Company) within 365 360 days after the later of the date of such Asset DispositionDisposition or the receipt of such Net Available Cash; (B) second, to the extent of the balance of Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within 365 360 days from after the later of the date of such Asset Disposition or, if or the receipt of such reinvestment in Additional Assets is a project authorized by the Board of Directors that will take longer than 365 days to complete, the period of time necessary to complete such projectNet Available Cash; (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B) (such balance, the "Excess Proceeds"), to make an offer to purchase the Securities at a price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date, and (to the extent required by the terms thereofan "Offer") any other Senior Subordinated Indebtedness outstanding under this Indenture pursuant and subject to the conditions of this Indenture to the agreements governing such other Indebtedness Holders at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest to the purchase date date; and (D) fourth, to the extent of the balance of such Excess Proceeds Net Available Cash after application in accordance with clauses Section 4.06(a) (A), (B) and (C) above), to fund (x) acquire Additional Assets (other than Indebtedness and Capital Stock) or (y) prepay, repay or purchase Indebtedness of the Company (other than Indebtedness owed to an Affiliate of the Company and other than Disqualified Stock of the Company) or Indebtedness of any Restricted Subsidiary (other than Indebtedness owed to the extent consistent with any other applicable provision Company or an Affiliate of the Company), in each case described in this Indentureclause (D) any general corporate purpose within one year from the receipt of such Net Available Cash or, if the Company has made an Offer pursuant to clause (including C), six months from the repayment of Subordinated Obligations)date such Offer is consummated; provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A), (C) or (CD) above, the Company or such Restricted Subsidiary will shall retire such Indebtedness and will shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this covenantSection 4.06, the Company and the its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this covenant herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions that is which are not applied in accordance with this covenant exceeds Section 4.06(a) at any time exceed $1.0 million. The Company shall not be required to make an offer for Securities pursuant to this Section 4.06(a) if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (A) and (B)) is less than $10.0 million. To the extent that the aggregate principal amount million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of the Securities and other Senior Subordinated Indebtedness tendered pursuant to determining whether an offer is required with respect to purchase made in accordance with clause (C) above exceeds the amount of Excess Proceeds, the Trustee shall select the 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 such offer to purchase, the amount of Excess Proceeds shall be reset to zeroNet Available Cash from any subsequent Asset Disposition). For the purposes of this covenantSection 4.06(a), the following are will be deemed to be cash: (v) Cash Equivalents, (wx) the assumption of Indebtedness of the Company (other than Disqualified Stock Stock) of the Company) 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 Disposition and each other Restricted Subsidiary is released from any Guarantee (or is the beneficiary of any indemnity with respect thereto which is 106 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 of the Company 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. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, make any Asset Disposition unless (i) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value value, of the shares and assets subject to such Asset Disposition of such fair market value shall be determined in good faith by the Board of Directors, whose determination shall be conclusive (including as to the value of all non-cash consideration)Disposition, (ii) at least 7585% 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) thereof received by the Company or 105 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 Restricted Wholly-Owned Subsidiary), to prepay, repay or purchase Senior Indebtedness or such Indebtedness (other than Preferred Stock) of a Restricted Wholly-Owned Subsidiary (in each case other than Indebtedness owed to the Company or a Restricted Subsidiary an Affiliate of the Company) within 365 days one-year after the later of the date of such Asset DispositionDisposition or the receipt of such Net Available Cash; (B) second, to the extent of the balance of Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within 365 days one year from the later of the date of such Asset Disposition or, if or the receipt of such reinvestment in Additional Assets is a project authorized by the Board of Directors that will take longer than 365 days to complete, the period of time necessary to complete such projectNet Available Cash; (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B) (such balance, the "Excess Proceeds"), to make an offer to purchase Securities at a price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date, and (to the extent required by the terms thereof) any other Senior Subordinated Indebtedness pursuant and subject to the conditions of this Indenture to the agreements governing such other Indebtedness Holders at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest to the purchase date date, and (D) fourth, to the extent of the balance of such Excess Proceeds Net Available Cash after application in accordance with clauses (A), (B) and (C) above), to fund (x) acquire Additional Assets (other than Indebtedness and Capital Stock) or (y) prepay, repay or purchase Indebtedness of the Company (other than Indebtedness owed to an Affiliate of the Company and other than Disqualified Stock of the Company) or Indebtedness of any Subsidiary (other than Indebtedness owed to the extent consistent with any other applicable provision Company or an Affiliate of the Company), in each case described in this Indentureclause (D) any general corporate purpose within one year from the receipt of such Net Available Cash or, if the Company has made an Offer pursuant to clause (including C), six months from the repayment of Subordinated Obligations)date such Offer is consummated; provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A), (C) or (CD) above, the Company or such Restricted Subsidiary will shall retire such Indebtedness and will shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this covenantprovisions, the Company and the Restricted its Subsidiaries shall not be required to apply any Net Available Cash in accordance with this covenant herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions that is which are not applied in accordance with this Section 4.6 at any time exceed $1.0 million. The Company shall not be required to make an offer for Securities pursuant to this covenant exceeds if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (A) and (B)) is less than $10.0 million. To the extent that the aggregate principal amount million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of the Securities and other Senior Subordinated Indebtedness tendered pursuant to determining whether an offer is required with respect to purchase made in accordance with clause (C) above exceeds the amount of Excess Proceeds, the Trustee shall select the 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 such offer to purchase, the amount of Excess Proceeds shall be reset to zeroNet Available Cash from any subsequent Asset Disposition). For the purposes of this covenantSection 4.6, the following are will be deemed to be cash: (v) Cash Equivalents, (wx) the assumption of Indebtedness of the Company (other than Disqualified Stock Stock) of the Company) 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 Disposition and each other Restricted Subsidiary is released from any Guarantee (or is the beneficiary of any indemnity with respect thereto which is 106 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 of the Company 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. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, make any Asset Disposition unless (i) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value of the shares and assets subject to such Asset Disposition of such fair market value shall be determined in good faith by the Board of Directors, whose determination shall be conclusive (including as to the value of all non-cash consideration)Disposition, (ii) at least 7585% 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) thereof received by the Company or 105 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 Restricted Wholly-Owned Subsidiary), to prepay, repay or purchase Senior Indebtedness or such Indebtedness (other than Preferred Stock) of a Restricted Wholly-Owned Subsidiary (in each case other than Indebtedness owed to the Company or a Restricted Subsidiary an Affiliate of the Company) within 365 days one year after the later of the date of such Asset DispositionDisposition or the receipt of such Net Available Cash; (B) second, to the extent of the balance of Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within 365 days from one year after the later of the date of such Asset Disposition or, if or the receipt of such reinvestment in Additional Assets is a project authorized by the Board of Directors that will take longer than 365 days to complete, the period of time necessary to complete such projectNet Available Cash; (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B) (such balance, the "Excess Proceeds"), to make an offer to purchase Securities at a price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date, and (to the extent required by the terms thereof) any other Senior Subordinated Indebtedness Existing Notes pursuant and subject to the conditions of the agreements governing such other Indebtedness Existing Indentures to the holders thereof at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest to the purchase date and date; (D) fourth, to the extent of the balance of such Excess Proceeds Net Available Cash after application in accordance with clauses (A), (B) and (C) above), to fund 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, to the date of purchase; and (E) fifth, to the extent consistent 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 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 applicable provision than Indebtedness owed to the Company or an Affiliate of the Company), in each case described in this Indentureclause (E) any general corporate purpose within one year from the receipt of such Net Available Cash or, if the Company has made an Offer pursuant to clause (including D), six months from the repayment of Subordinated Obligations)date such Offer is consummated; provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A), (C), (D) or (CE) above, the Company or such Restricted Subsidiary will shall retire such Indebtedness and will shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this covenantprovisions, the Company and the Restricted its Subsidiaries shall not be required to apply any Net Available Cash in accordance with this covenant herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions that is which are not applied in accordance with this Section 4.6 at any time exceed $5.0 million. The Company shall not be required to make an offer for Securities and Pari Passu Notes pursuant to this covenant exceeds 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. To the extent that the aggregate principal amount million for any particular Asset Disposition (which lesser amounts shall be carried forward for purposes of the Securities and other Senior Subordinated Indebtedness tendered pursuant to determining whether an offer is required with respect to purchase made in accordance with clause (C) above exceeds the amount of Excess Proceeds, the Trustee shall select the 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 such offer to purchase, the amount of Excess Proceeds shall be reset to zeroNet Available Cash from any subsequent Asset Disposition). For the purposes of this covenantSection 4.6, the following are will be deemed to be cash: (v) Cash Equivalents, (wx) the assumption of Indebtedness of the Company (other than Disqualified Stock Stock) of the Company) 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 Disposition and each other Restricted Subsidiary is released from any Guarantee (or is the beneficiary of any indemnity with respect thereto which is 106 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 of the Company 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. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, make any Asset Disposition unless (i) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value value, of the shares and assets subject to such Asset Disposition of such fair market value shall be determined in good faith by the Board of Directors, whose determination shall be conclusive (including as to the value of all non-cash consideration)Disposition, (ii) at least 7585% 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) thereof received by the Company or 105 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 Restricted Wholly-Owned Subsidiary), to prepay, repay or purchase Senior Indebtedness or such Indebtedness (other than Preferred Stock) of a Restricted Wholly-Owned Subsidiary (in each case other than Indebtedness owed to the Company or a Restricted Subsidiary an Affiliate of the Company) within 365 days one-year after the later of the date of such Asset DispositionDisposition or the receipt of such Net Available Cash; (B) second, to the extent of the balance of Net Available Cash after application in accordance with clause (A), to the extent the Company or such Restricted Subsidiary elects, to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within 365 days one year from the later of the date of such Asset Disposition or, if or the receipt of such reinvestment in Additional Assets is a project authorized by the Board of Directors that will take longer than 365 days to complete, the period of time necessary to complete such projectNet Available Cash; (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B) (such balance, the "Excess Proceeds"), to make an offer to purchase Securities at a price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date, and (to the extent required by the terms thereof) any other Senior Subordinated Indebtedness pursuant and subject to the conditions of this Indenture to the agreements governing such other Indebtedness Holders at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest to the purchase date date, and (D) fourth, to the extent of the balance of such Excess Proceeds Net Available Cash after application in accordance with clauses (A), (B) and (C) above), to fund (x) acquire Additional Assets (other than Indebtedness and Capital Stock) or (y) prepay, repay or purchase Indebtedness of the Company (other than Indebtedness owed to an Affiliate of the Company and other than Disqualified Stock of the Company) or Indebtedness of any Subsidiary (other than Indebtedness owed to the extent consistent with any other applicable provision Company or an Affiliate of the Company), in each case described in this Indentureclause (D) any general corporate purpose within one year from the receipt of such Net Available Cash or, if the Company has made an Offer pursuant to clause (including C), six months from the repayment of Subordinated Obligations)date such Offer is consummated; provided, however, that that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A), (C) or (CD) above, the Company or such Restricted Subsidiary will shall retire such Indebtedness and will shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this covenantprovisions, the Company and the Restricted its Subsidiaries shall not be required to apply any Net Available Cash in accordance with this covenant herewith except to the extent that the aggregate Net Available Cash from all Asset Dispositions that is which are not applied in accordance with this Section 4.6 at any time exceed $1.0 million. The Company shall not be required to make an offer for Securities pursuant to this covenant exceeds if the Net Available Cash available therefor (after application of the proceeds as provided in clauses (A) and (B)) is less than $10.0 million. To the extent that the aggregate principal amount of the Securities and other Senior Subordinated Indebtedness tendered pursuant to an offer to purchase made in accordance with clause million for any particular Asset Disposition (C) above exceeds the amount of Excess Proceeds, the Trustee shall select the 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 such offer to purchase, the amount of Excess Proceeds which lesser amounts shall be reset to zero. For the purposes of this covenantSection 4.6, the following are will be deemed to be cash: (v) Cash Equivalents, (wx) the assumption of Indebtedness of the Company (other than Disqualified Stock Stock) of the Company) 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 Disposition and each other Restricted Subsidiary is released from any Guarantee (or is the beneficiary of any indemnity with respect thereto which is 106 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 of the Company 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. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary to, make directly or indirectly, consummate any Asset Disposition in excess of $2.0 million unless (i) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value (including as to the value of any non-cash consideration), as determined in good faith by the Board of Directors of the Company, of the shares and assets subject to such Asset Disposition of such fair market value shall be determined in good faith by the Board of Directors, whose determination shall be conclusive (including as to the value of all non-cash consideration), (ii) and at least 7585% 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) thereof received by the Company or 105 such Restricted Subsidiary is in the form of cash and or cash equivalents, (iiiii) 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 elects, either to (x) acquire Additional Assets, either directly or is required by the terms of any Senior Indebtedness or Indebtedness (other than Preferred Stock) of through a Restricted Subsidiary), to or (y) prepay, repay repay, redeem or purchase Senior Indebtedness of the Company or such a Restricted Subsidiary (provided that the proceeds of an Asset Disposition of the Company's direct assets may not be used to prepay, repay, redeem or purchase Senior Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor), as the case may be (in each case other than in either case Indebtedness owed to the Company or a Restricted Subsidiary an Affiliate of the Company) ), in each case within 365 180 days after from, or prior to, the later of the date of such Asset DispositionDisposition or the receipt of such Net Available Cash (the date that is 180 days after the later of such dates being the "Reinvestment Date"); (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to make an offer to the Holders (and to holders of other Senior Indebtedness designated by the Company) to purchase Notes (and to prepay, repay or purchase such other Senior Indebtedness) pursuant to and subject to the conditions contained in this Indenture in the case of the Notes or the conditions contained in the agreements governing such other Senior Indebtedness; provided, that any such offers shall be on a pro rata basis in proportion to the outstanding principal amounts of the Indebtedness to which such 56 -47- offers apply and that to the extent the Company or such Restricted Subsidiary elects, to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with any Net Available Cash received remains following such pro rata offer such Net Available Cash shall be applied to the repurchase on a pro rata basis in proportion to the outstanding principal amount thereof of any such Indebtedness which continues to remain outstanding after such offer has been accepted by the Company or another Restricted Subsidiary) within 365 days from the date of such Asset Disposition or, if such reinvestment in Additional Assets is a project authorized by the Board of Directors that will take longer than 365 days to complete, the period of time necessary to complete such projectholder thereof; (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B) to (such balancex) the acquisition by the Company or any Restricted Subsidiary of Additional Assets or (y) the prepayment, repayment or purchase of Indebtedness designated by the "Excess Proceeds"Company (other than any Disqualified Stock) of the Company or any Restricted Subsidiary (other than Indebtedness owed to an Affiliate of the Company), to make an offer to purchase Securities at a price in cash equal to 100% each case within 180 days from the later of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date, and (to the extent required by the terms thereof) any other Senior Subordinated Indebtedness pursuant and subject to the conditions of the agreements governing such other Indebtedness at a purchase price of 100% of the principal amount thereof plus accrued and unpaid interest to the purchase date and (D) fourth, to the extent of the balance receipt of such Excess Proceeds after application Net Available Cash and the date the offer described in accordance with clauses paragraph (A), (Bb) and (C) above, to fund (to the extent consistent with any other applicable provision of this Indenture) any general corporate purpose (including the repayment of Subordinated Obligations)below is consummated; provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A), (B) or (C) above, the Company or such Restricted Subsidiary will shall retire such Indebtedness and will shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchasedpurchased unless, in the case of clause (C), at the time of such prepayment, repayment or purchase, and, to the extent, the Company would have been able to Incur such Indebtedness pursuant to Section 4.06; and (D) fourth, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A), (B) and C), to any application not prohibited by the Indenture, and (iii) at the time of such Asset Disposition no Default shall have occurred and be continuing (or would result therefrom). Notwithstanding the foregoing provisions of this covenantparagraph, the Company and the Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this covenant paragraph except to the extent that the aggregate Net Available Cash from all Asset Dispositions that which is not applied in accordance with this covenant paragraph exceeds $10.0 5 million. To the extent that the aggregate principal amount Pending application of the Securities and other Senior Subordinated Indebtedness tendered Net Available Cash pursuant to an offer to purchase made in accordance with clause (C) above exceeds the amount of Excess Proceedsthis covenant, the Trustee shall select the 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 such offer to purchase, the amount of Excess Proceeds Net Available Cash shall be reset to zeroinvested in Temporary Cash Investments. For the purposes of this covenantSection 4.08, the following are deemed to be cashcash or cash equivalents: (v) Cash Equivalents, (wx) the assumption of Indebtedness or liabilities of the Company (other than Disqualified Stock of the Company) or any Restricted Subsidiary Subsidiary, and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness or liabilities 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 106 secured by any letter of credit or cash equivalents) of such Indebtedness in connection with such Asset Disposition, ; (y) securities securities, notes or other obligations received by the Company or any Restricted Subsidiary from the transferee that are promptly promptly, but in no event more than 30 days after receipt, converted by the Company or such Restricted Subsidiary into cash, cash or Temporary Cash Investments and (z) consideration consisting of Indebtedness an amount equal to the fair market value (evidenced by a resolution of the Company Board of Directors of the Company) of operating assets (including Receivables and Retained Interest Receivables) to be used or useful in any Restricted Subsidiary.Related Business received by the transferee in connection with such Asset Disposition. 57 -48-

Limitation on Sales of Assets. (a) The Company will and each Subsidiary Guarantor shall not, and will shall not permit any Restricted Subsidiary to, make any Asset Disposition unless (i) the Company or such Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value of the shares and assets subject to such Asset Disposition of such fair market value shall be value, as determined in good faith by the Board of Directors, whose determination shall be conclusive Directors of the Company (including as to the value of all non-cash consideration), of the assets subject to such Asset Disposition, (ii) at least 7580% 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) thereof received by the Company or 105 such Restricted Subsidiary is in the form of cash or Cash Equivalents 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 or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any the Senior Indebtedness or Indebtedness (other than Preferred Stock) of a Restricted SubsidiaryCredit Facilities), 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 a Restricted Subsidiary under any of the Company) Senior Credit Facilities within 365 180 days after from the later of the date of such Asset DispositionDisposition or the receipt of such Net Available Cash; (B) second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), at the Company's election, to the extent investment in Broadcast Assets within one year from the Company or such Restricted Subsidiary elects, to reinvest in Additional Assets (including by means later of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within 365 days from the date of such Asset Disposition or, if or the receipt of such reinvestment in Additional Assets is a project authorized by the Board of Directors that will take longer than 365 days to complete, the period of time necessary to complete such projectNet Available Cash; (C) third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B) (such balance, the "Excess Proceeds"), to make an offer to purchase (an "Offer") the Securities at a price in cash equal to, prior to March 15, 2001, 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to Accreted Value thereof on the purchase datedate and, and (to the extent required by the terms thereof) any other Senior Subordinated Indebtedness pursuant and subject to the conditions of the agreements governing such other Indebtedness at a purchase price of thereafter 100% of the principal amount thereof plus accrued and unpaid interest to the purchase date date, and other pari passu debt obligation subject to a similar covenant (collectively, the "pari passu debt obligations") at par plus accrued and unpaid interest (or Accreted Value, as applicable) to the purchase date; and (D) fourth, to the extent of the balance of such Excess Proceeds Net Available Cash after application in accordance with clauses (A), (B) and (C) above), to fund (to the extent consistent with any for other applicable provision of general corporate purposes not prohibited by this Indenture) any general corporate purpose (including the repayment of Subordinated Obligations); provided, however, that 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 shall permanently retire such Indebtedness and will shall cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased. Notwithstanding the foregoing provisions of this covenantprovisions, the Company and the its Restricted Subsidiaries shall not be required to apply any Net Available Cash in accordance with this covenant herewith except to the extent that the aggregate Net Available Cash from all any Asset Dispositions that is not applied in accordance with this covenant or series of related Asset Dispositions exceeds $10.0 million500,000. To the extent that the aggregate principal amount of The Company shall not be required to make an Offer for the Securities and other Senior Subordinated Indebtedness tendered for the pari passu debt obligations pursuant to an offer to purchase made this Section 3.7 if the Net Available Cash available therefore (after application of the proceeds as provided in accordance with clause clauses (CA) above exceeds the amount of Excess Proceeds, the Trustee shall select the 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 such offer to purchase, the amount of Excess Proceeds (B)) are less than $5,000,000 (which lesser amounts shall be reset to zero. For the carried forward for purposes of this covenant, determining whether an Offer is required with respect to the following are deemed to be cash: (v) Net Available Cash Equivalents, (w) the assumption of Indebtedness of the Company (other than Disqualified Stock of the Company) or from any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such subsequent 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 106 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).