Common use of Asset Sales Clause in Contracts

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

Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an any Asset Sale Sale, unless (i) the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets sold or otherwise disposed of (as determined in good faith by the Company); and property subject to such Asset Sale and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by paid to the Company or the such Restricted Subsidiary, as the case may be, from Subsidiary in connection with such Asset Sale shall be and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash or cash, Cash Equivalents; provided that the amount of: , Liquid Securities, Exchanged Properties (aincluding pursuant to asset swaps) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined assumption by the Company) purchaser of liabilities of the Company or any such Restricted Subsidiary (other than liabilities of the Company that are by their terms subordinated to the Notes) that are assumed by the transferee or liabilities of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee Guarantor that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in made such Asset Sale having an aggregate fair market value(other than liabilities of a Guarantor that are by their terms subordinated to such Guarantor’s Guarantee), taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time or any combination of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shallforegoing, in each case as a result of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, which the Company shall applyand its remaining Restricted Subsidiaries are no longer liable for such liabilities, or cause such Restricted Subsidiary to applyor, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, solely in the case of any such Indebtedness under Asset Sale of Production Facility or Pipeline Assets, Permitted MLP Securities; provided, that any revolving credit facilityAsset Sale pursuant to a condemnation, effect appropriation or other similar taking, including by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a corresponding reduction Lien incurred not in breach of Section 4.10 or exercise by the availability under such revolving credit facility related lienholder of rights with respect thereto, including by deed or assignment in lieu of foreclosure shall not be required to satisfy the conditions set forth in clauses (or effect a permanent reduction in the availability under such revolving credit facility regardless i) and (ii) of the fact that no prepayment is required in order to do so this paragraph (in which case no prepayment should be requireda)),.

Asset Sales. The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company Issuer (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by an Officers' Certificate delivered to the Trustee and a Board Resolution) of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company); of, (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company Issuer or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents(A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration"); provided that the amount of: of (ax) any liabilities (as shown on the Company’s Issuer's or such Restricted Subsidiary’s 's most recent balance sheet sheet) of the Issuer or in any Restricted Subsidiary as of the footnotes thereto, or if incurred or accrued subsequent date prior to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date consummation of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) transaction that are assumed by the transferee of any such assets; assets and (by) any securities, notes or other obligations received by the Company Issuer or any such Restricted Subsidiary from such transferee that are converted convertible within 90 days by the Company Issuer or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valuePermitted Consideration, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash Permitted Consideration for the purposes of this provision or for purposes provision; and provided further, that the 75% limitation referred to above shall not apply to any Asset Sale in which the Permitted Consideration portion of the second consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) the Net Proceeds of such Asset Sale are applied, or set aside for application, pursuant to, and as and to the extent required by, Section 3.09 hereof or the last paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in as the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),may be.

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

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate engage in an Asset Sale unless (i) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company); and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of (a) cash or Cash EquivalentsEquivalents or (b) Qualified Proceeds, provided, that the aggregate fair market value of Qualified Proceeds that may be received pursuant to this clause (ii)(b) shall not exceed an aggregate of $10.0 million after the date of this Indenture; provided further, that the amount of: of (ax) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes theretosheet), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary of the Company (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any guarantee thereof) that are assumed by the transferee of any such assets; assets pursuant to a customary novation agreement that releases the Company or such Subsidiary from further liability and (by) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are promptly (and in any event, in not more than 30 days) converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof or Cash Equivalents (to the extent of the cash or Cash Equivalents received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),provision.

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

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

Asset Sales. The Company Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company Issuer (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by an Officers' Certificate delivered to the Trustee and a Board Resolution) of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company); of, (ii) solely with respect to any Asset except as otherwise provided in an IPP Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 millionAgreement, at least 75% of the consideration therefor received by the Company Issuer or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents(A) cash, (B) assets useful in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes and/or (C) Equity Interests representing a controlling interest in a Permitted Business not to exceed $10 million in the aggregate over the life of the Notes (collectively the "Permitted Consideration"); provided that the amount of: of (ax) any liabilities (as shown on the Company’s Issuer's or such Restricted Subsidiary’s 's most recent balance sheet sheet) of the Issuer or in any Restricted Subsidiary as of the footnotes thereto, or if incurred or accrued subsequent date prior to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date consummation of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) transaction that are assumed by the transferee of any such assets; assets and (by) any securities, notes or other obligations received by the Company Issuer or any such Restricted Subsidiary from such transferee that are converted convertible within 90 days by the Company Issuer or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valuePermitted Consideration, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash Permitted Consideration for the purposes of this provision or for purposes provision; and provided further, that the 75% limitation referred to above shall not apply to any Asset Sale in which the Permitted Consideration portion of the second consideration received therefor is equal to or greater than what the net after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation and (iii) the Net Proceeds of such Asset Sale are applied, or set aside for application, pursuant to, and as and to the extent required by, Section 3.09 hereof or the last paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in as the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),may be.

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

Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, consummate an engage in any Asset Sale unless (i) the consideration received by the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of Subsidiary for such Asset Sale at least equal to is not less than the fair market value of the assets sold or otherwise disposed evidenced by a resolution of (as determined the board of directors of such entity set forth in good faith by an Officers' Certificate delivered to the Company); Trustee and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the relevant Restricted Subsidiary, as the case may be, from Subsidiary in respect of such Asset Sale shall be in the form consists of at least 75% cash or Cash Equivalents; provided that the amount of: Equivalents (afor purposes of this clause (ii), cash and Cash Equivalents includes (1) any liabilities (as shown on reflected in the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such 's consolidated balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any Note Guarantee) that are assumed by the any transferee of any such assets; assets or other property in such Asset Sale, and where the Company or the relevant Restricted Subsidiary is released from any further liability in connection therewith with respect to such liabilities, (b2) any securities, notes or other similar obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days of the consummation of the related Asset Sale by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof and Cash Equivalents (to the extent of the net cash received); proceeds or the Cash Equivalents (net of related costs) received upon such conversion) and (c3) any Designated Non-cash Noncash Consideration received by the Company or any of its such Restricted Subsidiaries Subsidiary in such the Asset Sale having an aggregate fair market value, as determined by the Board of the Company, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),of:

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such the Asset Sale at least equal to the fair market value of the assets disposed of or the Equity Interests of the Restricted Subsidiary issued or sold or otherwise disposed of (as determined in good faith by an Officer or otherwise as determined by the CompanyBoard of Directors of the Company if such fair market value exceeds $50.0 million); and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received in the Asset Sale by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided that . For purposes of this provision, each of the amount offollowing will be deemed to be cash or Cash Equivalents: (a) any liabilities (liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any Subsidiary Guarantee) that are assumed by the transferee of any such assetsassets or terminated by the holder of such liability and the Company or such Restricted Subsidiary is released from further liability; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 90 days of the receipt thereof (after receipt, to the extent of the cash received)or Cash Equivalents received in that conversion; and (c) any Designated Non-cash Consideration received by the Company or any of its such Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstandinghas not been converted to cash, not to exceed the greater of $150 75.0 million and 51.5% of Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration (Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iiid) upon Replacement Assets. Within 365 days after the consummation receipt of any Net Proceeds from an Asset Sale, the Company shall applyor the Restricted Subsidiary, or cause such Restricted Subsidiary to applyas the case may be, the Net Cash Proceeds relating may apply an amount equal to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),Net Proceeds at its option:

Asset Sales. The Company Issuers shall not, and shall not permit any of its Restricted their respective Subsidiaries to, consummate an engage in any Asset Sale Sale, unless (ix) the Company Issuers or the applicable Restricted Subsidiary, as the case may be, such Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets sold or otherwise disposed of and (as determined in good faith by the Company); (iiy) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company Issuers or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalentscash; provided provided, however, that the amount of: of (aA) any liabilities (as shown on the Company’s Issuers' or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company Issuers or any such Restricted Subsidiary of their respective Subsidiaries (other than liabilities that are by their terms subordinated to the NotesNotes or any guarantee thereof) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); assets and (cB) any Designated Non-cash Permitted Asset Sale Consideration received by the Company Issuers or such Subsidiary in any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision provision. The Issuers may (a) apply the Net Proceeds from such Asset Sale to permanently reduce Senior Debt of the Issuers; provided that the Issuers make such a reduction within 365 days after any Asset Sale or (b) invest the Net Proceeds from such Asset Sale in the same or a similar line of business as Consoltex Group was engaged in on the date of this Indenture or in businesses reasonably related thereto: provided that the Issuers shall have invested such Net Proceeds within 365 days after such Asset Sale or shall have commenced and not completed or abandoned the project in which the Board of Directors of Consoltex Group has determined that the Issuers will invest such Net Proceeds and shall have segregated such Net Proceeds from the general funds of the Issuers and their Subsidiaries for that purpose; provided, further, that if the project in which such Board of Directors has determined that the Issuers will invest such Net Proceeds is thereafter abandoned, within 60 days after such project is abandoned, the Issuers shall (i) apply the Net Proceeds from such Asset Sale to permanently reduce Senior Debt of the Issuers or (ii) invest the Net Proceeds from such Asset Sale in the same or a similar line of business as Consoltex Group was engaged in on the date of this Indenture or in businesses reasonably related thereto. Pending the final application of any such Net Proceeds, the Issuers may temporarily reduce Senior Debt or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from the Asset Sale that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10 million, the Issuers shall make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date fixed for the closing of such offer (the "Offered Price"), in accordance with the procedures set forth in this Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds (a "Deficiency"), the Issuers may use such Deficiency for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero; provided that the amount of 25 % Excess Proceeds shall constitute Excess Proceeds for purposes of the second paragraph first offer that is made after the fifth anniversary of this Section 4.10; and the original issuance of the Notes (iiithe "Fifth Anniversary"). Notwithstanding the foregoing, in no event shall the Issuers use Excess Proceeds to purchase more than 25 % of the original aggregate principal amount of Notes on or prior to the Fifth Anniversary. If the aggregate Excess Proceeds (disregarding any resetting to zero as described above) upon resulting from Asset Sales occurring prior to the consummation of an Asset SaleFifth Anniversary, the Company shall apply, less any Deficiencies resulting from any offers made on or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating prior to such Asset Sale within 545 days date, exceed 25 % of receipt thereof either the original aggregate principal amount of the Notes (Asuch excess being the "25 % Excess Proceeds"), then the Issuers shall make an offer at the Offered Price in accordance with the foregoing provisions (i) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor andpromptly after the Fifth Anniversary, in the case event the amount of any the 25% Excess Proceeds exceeds $10 million or (ii) at such Indebtedness under any revolving credit facilitytime as the amount of the 25% Excess Proceeds together with the Excess Proceeds received after the Fifth Anniversary exceeds $10 million, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in event the availability under such revolving credit facility regardless amount of the fact that no prepayment 25% Excess Proceeds is required in order to do so (in which case no prepayment should be required)),less than $10 million.

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

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

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

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

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

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

Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, consummate any Asset Sale, unless, after giving effect to such proposed Asset Sale, the aggregate value of all assets of the Company and its Subsidiaries (valued at the greater of net book value or fair value) that were the subject of an Asset Sale unless during the period commencing on the first day of the then current Fiscal Year of the Company and ending on the date of such proposed Asset Sale does not exceed 10% of Consolidated Total Assets determined as at the last day of the then most recently ended Fiscal Year of the Company preceding such Asset Sale; provided, however, that for purposes of the foregoing calculation above, there shall not be included the value of any assets which were the subject of an Asset Sale if the Net Proceeds from such Asset Sale are applied by the Company within 360 days after the receipt of such Net Proceeds either (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the make an investment in Additional Assets having a fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Board of Directors of the Company); ) at least equal to that of the assets so disposed of, or (ii) solely with respect to any Asset Sale the repayment or series prepayment of related Asset Sales for which unsubordinated Indebtedness of the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be any Affiliate and (y) Indebtedness in the form respect of cash any revolving credit or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of similar facility providing the Company or any such Restricted Subsidiary (with the right to obtain loans or other extensions of credit from time to time, unless in connection with such payment of Indebtedness, the availability of credit under such credit facility is permanently reduced by an amount not less than liabilities that are by their terms subordinated the amount of such proceeds applied to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt payment of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in valueIndebtedness), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),.

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

Asset Sales. The Company shall not, and shall not permit In the event of any of its Restricted Subsidiaries to, consummate an “Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of Disposition” (as determined in good faith by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be defined in the form of cash or Cash Equivalents; provided that the amount of: (aOpCo Credit Agreement) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company an OpCo Obligor or any of its Restricted Subsidiaries (as defined in the OpCo Credit Agreement), the Borrower shall cause to be offered to be prepaid in accordance with clause (iv) below an aggregate principal amount of Loans in an amount equal to 100% of all net cash proceeds received therefrom by such OpCo Obligor on or prior to the date which is ten (10) Business Days after the receipt by such OpCo Obligor of such net cash proceeds; provided that if at the time that any such prepayment would be required, such OpCo Obligor is required to make a payment in respect of Indebtedness pursuant to the terms of documentation governing such Indebtedness (including, for the avoidance of doubt, the Existing OpCo Facilities and after giving effect to any right of reinvestment provided for in the Existing OpCo Facilities Documents) with the net cash proceeds of such Asset Sale having an aggregate fair market valueDisposition (such Indebtedness, taken together “Other Applicable Indebtedness”), then such OpCo Obligor may apply such net cash proceeds to such Other Applicable Indebtedness; provided, further that (a) the portion of net cash proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net cash proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net cash proceeds shall be allocated to the Loans in accordance with all other Designated Non-cash Consideration received the terms hereof to the prepayment of the Loans, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this clause (cSection 2.2(b)(iii) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million shall be reduced accordingly and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes extent the holders of this provision Other Applicable Indebtedness decline to have such indebtedness repurchased or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Saleprepaid, the Company declined amount shall apply, or cause promptly (and in any event within ten (10) Business Days after the date of such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (Arejection) be applied to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, the Loans in accordance with the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),terms hereof.

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

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

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

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

Asset Sales. The Company shall not(a) Until the Discharge of ABL Obligations has occurred, each Term Agent, for itself and on behalf of the other Term Secured Parties agrees that in the event of any Insolvency Proceeding, the Term Secured Parties will not object or oppose (or support any Person in objecting or opposing), and shall not permit will be deemed to have consented to pursuant to Section 363(f) of the Bankruptcy Code or any of its Restricted Subsidiaries toother applicable law, consummate an Asset Sale unless (i) a motion to sell or otherwise Dispose of any ABL Priority Collateral under Sections 363, 365 or 1129 of the Company Bankruptcy Code or any similar provisions under any other applicable Debtor Relief Laws, free and clear of any Liens or other claims, (ii) a motion establishing notice, sale or bidding procedures for such Disposition (including any break-up fee or other bidder protections) or (iii) a motion to permit a credit bid on all or any portion of the claims of the ABL Secured Parties against ABL Priority Collateral under Section 363(k) of the Bankruptcy Code, in each case, if the ABL Agent has consented to such sale or other Disposition of such ABL Priority Collateral; provided, that, (A) the terms of any proposed order approving such transaction provide for the parties’ respective Liens to attach to the proceeds of the ABL Priority Collateral that is the subject of such sale or Disposition, subject to the Lien Priorities in Section 2.1 and the other terms and conditions of this Agreement; (B) such proceeds are applied among the ABL Obligations or the Term Obligations in accordance with Section 4.1; and (C) such motion to sell or otherwise Dispose of any ABL Priority Collateral does not impair the rights of the Term Secured Parties under Section 363(k) of the Bankruptcy Code (except that (1) the Term Secured Parties will be permitted to “credit bid” their claims against ABL Priority Collateral (including under Section 363, 365 or 1129 of the Bankruptcy Code, or any comparable provision of other applicable Restricted SubsidiaryDebtor Relief Laws) in such sale only if the cash proceeds of such bid result in Discharge of ABL Obligations on the closing date of such sale, as the case may be, receives consideration including all principal of and accrued and unpaid interest and fees on and all prepayment or acceleration penalties and premiums in respect of all ABL Obligations outstanding at the time of such Asset Sale at least equal any Disposition, and (2) the Term Secured Parties will be permitted to the fair market value “credit bid” their claims against Term Priority Collateral (including under Section 363, 365 or 1129 of the assets sold Bankruptcy Code, or otherwise disposed any comparable provision of other applicable Debtor Relief Laws) in such sale and in accordance with the terms of the Term Documents and the Term Lender Intercreditor Agreement. Each Term Agent for itself and the applicable Term Secured Parties further agree that they will not object to or oppose, or support any party in opposing, the right of the ABL Secured Parties to credit bid under Section 363(k) of the Bankruptcy Code (as determined in good faith by the Company); (iior any similar provision under any other applicable Debtor Relief Laws) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 millionABL Priority Collateral, at least 75% subject to the provision of the consideration received by immediately preceding sentence; provided, that, the Company Term Secured Parties shall not be deemed to have agreed to any credit bid in connection with a single sale or the Restricted Subsidiary, as the case may be, from other Disposition of both Term Priority Collateral and ABL Priority Collateral unless such Asset Sale shall be credit bid would result in the form Discharge of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown Term Obligations on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the closing date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),sale.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together 57 with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),, (B) to reinvest in Productive Assets (provided that this requirement shall be deemed satisfied if the Company or such Restricted Subsidiary, by the end of such 545-day period, has entered into a binding agreement under which it is contractually committed to reinvest in Productive Assets, and such investment is consummated within 120 days from the date on which such binding agreement is entered into, and, with respect to the amount of such investment, the reference to the 546th day after an Asset Sale in the second following sentence shall be deemed to be a reference to the 121st day after the date on which such binding agreement is entered into (but only if such 121st day occurs later than such 546th day)) or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Cash Proceeds in Cash Equivalents. On the 546th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines by Board Resolution not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each, a “Net Proceeds Offer Trigger Date”), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a “Net Proceeds Offer Amount”) shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the “Net Proceeds Offer”) on a date not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders and holders of any other Senior Secured Debt of the Company or a Restricted Subsidiary of the Company requiring the making of such an offer, on a pro rata basis, the maximum amount of Notes and such other Senior Secured Debt that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of their principal amount (or, in the event such other Senior Secured Debt was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid 58

Asset Sales. The Company shall not, and shall not permit (xv)No later than the fifth Business Day following the date of receipt by any Loan Party of its Restricted Subsidiaries to, consummate an any Net Proceeds from Asset Sales (other than any Asset Sale unless described in clauses (i), (iv), (v), (vi), (vii), (viii), (x) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration Net Proceeds received by BHVN Asia from the Company or the Restricted Subsidiarysale of its interests in BioShin Limited (Hong Kong) Ltd., as the case may beBioShin (Shanghai) Consulting Services Co., from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company Ltd. or any of its Restricted their respective Subsidiaries, and for the avoidance of doubt excluding Net Proceeds retained by BHVN Asia, BioShin Limited (Hong Kong) Ltd., BioShin (Shanghai) Consulting Services Co., Ltd. or any of their respective Subsidiaries from the issuance of newly issued Capital Stock), (xi) or (xiii) of - 52 - US-DOCS\116826573.25 Section 6.9(b)) in such Asset Sale having excess of, Borrowers shall, subject to Section 2.11(b), prepay the Term Loans as set forth in Section 2.11(a) in an aggregate fair market valueamount equal to such Net Proceeds in excess of; provided, taken together with all such prepayment shall not be required so long as (i) no Default or Event of Default shall have occurred and be continuing, (ii) Company has delivered Administrative Agent prior written notice of Company’s intention to apply such monies (the “Reinvestment Amounts”) to reinvest in or to the costs of purchase of other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed assets used or useful in the greater of $150 million and 5% of Total Assets at the time business of the Loan Parties including capital expenditures, (iii) the monies are held in a Deposit Account in which Administrative Agent has a perfected first-priority security interest, and (iv) the Loan Parties complete such reinvestment or purchase within 365 days after the initial receipt of such Designated Non-cash Consideration (with monies, the fair market value Loan Parties shall have the option to apply the Reinvestment Amounts to reinvest in or to the costs of each item purchase of Designated Non-cash Consideration being measured at other assets used or useful in the time received business of the Loan Parties; provided, that if any such Net Proceeds are no longer intended to be or cannot be so reinvested during the applicable 365 day period, and without giving effect subject to subsequent changes in valueSection 2.11(b), shall, in each of an amount equal to any such Net Proceeds shall be applied within five (a), (b5) and (c) above, be deemed Business Days after the Company reasonably determines that such Net Proceeds are no longer intended to be cash for or cannot be so reinvested to the purposes of this provision or for purposes prepayment of the second paragraph of this Term Loans as set forth in Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required2.11(a)),.

Asset Sales. The Company Partnership shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) sell, lease, convey or otherwise dispose of any assets (including by way of a Sale and Leaseback Transaction) other than sales of inventory in the Company ordinary course of business (provided, that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Partnership shall be governed by the provisions of this Indenture set forth under Section 10.18 hereof or Article VIII hereof and not by the provisions of this Section 10.17) or (ii) issue or sell Capital Stock of any of its Restricted Subsidiaries, in the case of either clause (i) or (ii) above, whether in a single transaction or a series of related transactions (each of the foregoing, an “Asset Sale”), unless (x) the Partnership (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the General Partner) of the assets sold or otherwise disposed of and (as determined in good faith by the Company); (iiy) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company Partnership or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalentscash; provided provided, however, that the amount of: of (aA) any liabilities (as shown on the CompanyPartnership’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company Partnership or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; assets and (bB) any securities, notes or other obligations received by the Company Partnership or any such Restricted Subsidiary from such transferee that are converted within 90 days of such Asset Sale by the Company Partnership or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received), shall be deemed to be cash for purposes of this provision; and provided, further, that the 75% limitation referred to in this clause (cy) shall not apply to any Asset Sale in which the cash portion of the consideration received therefrom, determined in accordance with the foregoing proviso, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. Notwithstanding the foregoing, Asset Sales shall not be deemed to include (1) any Designated Non-cash Consideration received transfer of assets or Capital Stock by the Company Partnership or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time a Wholly Owned Restricted Subsidiary of the receipt Partnership, (2) any transfer of such Designated Non-cash Consideration (with assets or Capital Stock by the Partnership or any of its Restricted Subsidiaries to any Person in exchange for other assets used in a line of business permitted by Section 10.16 hereof and having a fair market value (as determined in good faith by the General Partner) not less than that of each item the assets so transferred, (3) any transfer of Designated Non-cash Consideration being measured at assets pursuant to a Permitted Investment and (4) any transfer of accounts receivable under any Accounts Receivable Securitization. In the time event that the aggregate Net Proceeds received and without giving effect to subsequent changes by the Partnership or any of its Restricted Subsidiaries from one or more Assets Sales in value)any fiscal year of the Partnership exceed $20 million, shallwithin 360 days after the date such aggregate Net Proceeds exceed such amount, the Partnership shall apply the amount of such aggregate Net Proceeds in each excess of $20 million (less the amount of any such Net Proceeds previously applied during such fiscal year for the purposes set forth in clauses (a), ) or (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (Abelow) to prepay any Secured Debt or (a) reduce Indebtedness of a Restricted Subsidiary that is not (with a Guarantor and, permanent reduction of availability in the case of revolving Indebtedness) or (b) make an investment in assets in a line of business permitted by Section 10.16 hereof. Pending the final application of any such Indebtedness Net Proceeds, the Partnership or any Restricted Subsidiary may temporarily reduce borrowings under the Credit Agreements or otherwise invest such Net Proceeds in any revolving credit facility, effect a corresponding reduction manner that is not prohibited by this Indenture. Any such Net Proceeds that are not applied or invested as provided in the availability under such revolving credit facility (or effect a permanent reduction in first sentence of this paragraph will be deemed to constitute “Excess Proceeds.” When the availability under such revolving credit facility regardless aggregate amount of Excess Proceeds exceeds $10 million, the Issuers shall make an offer to all Holders of the fact Securities of applicable series (an “Asset Sale Offer”) and to all holders of other pari passu debt securities of the Partnership or the Issuers containing provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of the Securities and such other pari passu debt securities that no prepayment may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase, in accordance with the procedures set forth in this Indenture. To the extent that the aggregate amount of the Securities and other pari passu debt securities tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Partnership or any Restricted Subsidiary may use such deficiency for general business purposes. If the aggregate principal amount of the Securities and other pari passu debt securities surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Securities and other pari passu debt securities to be purchased based on the following order: (i) first, any pari passu debt securities which the Partnership or AmeriGas Finance Corp. is obligated to purchase under that certain indenture, dated as of January 20, 2011, among the Partnership, AmeriGas Finance Corp and U.S. Bank National Association, as trustee, as amended or supplemented; and (ii) second, all other debt securities and other pari passu debt securities on a pro rata basis. Notwithstanding the foregoing, if the Issuers are required to commence an Asset Sale Offer at any time when the Issuers have securities outstanding ranking pari passu in order right of payment with the Securities of the applicable series and the terms of those securities provide that a similar offer must be made with respect to do those other securities, then the Asset Sale Offer for the Securities will be made concurrently with the other offers and securities of each issue will be accepted on a pro rata basis in proportion to the aggregate principal amount of securities of each issue which their holders elect to have purchased. Upon completion of the Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. In the event the Issuers are required to make an Asset Sale Offer pursuant to Section 11.08 and Section 10.17, and the amount of the Net Proceeds from the Asset Sale is not evenly divisible by $1,000, the Trustee shall promptly refund to the Issuers the portion of such Excess Proceeds that is not necessary to purchase the immediately lesser principal amount of the Securities that is so (in which case no prepayment should be required)),divisible.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless : (i) sell, lease, convey or otherwise dispose of any assets or rights (including by way of a sale-and-leaseback) other than sales of inventory in the ordinary course of business (provided that the sale, lease, conveyance or other distribution of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, shall be governed by the provisions of Sections 4.14 and 5.01 hereof and not by the last paragraph of this section), or (ii) with respect to the Company, sell Equity Interests in any of its Subsidiaries, or (iii) with respect to the Company's Restricted Subsidiaries, issue Equity Interests (each of the foregoing, an "Asset Sale"), unless (x) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets sold or otherwise disposed of and (as determined in good faith by the Company); (iiy) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted therefor by the Company or such Restricted Subsidiary into is in the form of cash within 180 days or other Qualified Proceeds. Notwithstanding the foregoing, the following shall not be deemed to be Asset Sales: (i) any single transaction or series of the receipt thereof related transactions that (a) involves assets having a fair market value of less than $2.0 million or (b) results in net proceeds to the extent Company and its Restricted Subsidiaries of less than $2.0 million, (ii) a transfer of assets between or among the cash received); Company and any Restricted Subsidiary, (ciii) an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary, (iv) the sale, lease, conveyance or other disposition of any Designated Non-cash Consideration received Receivable Program Assets by the Company or any Restricted Subsidiary in connection with a Receivables Program, (v) the sale, lease, conveyance or other disposition of any inventory, receivables or other current assets by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valuethe ordinary course of business, taken together with all (vi) the granting of a Xxxxxxxxx Xxxx, (xx) the licensing by the Company or any Restricted Subsidiary of intellectual property in the ordinary course of business or on commercially reasonable terms, (vii) the sale, lease, conveyance or other Designated Non-cash Consideration received pursuant to this clause disposition of obsolete or worn out equipment or equipment no longer useful in the Company's business, and (cviii) after December 14, 2010 the making or liquidating of any Restricted Payment or Permitted Investment that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of permitted by Section 4.07 hereof. Within 365 days after the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an any Net Proceeds from any Asset Sale, the Company shall apply(or such Restricted Subsidiary) may apply such Net Proceeds from such Asset Sale, at its option, either (a) to repay Permitted Bank Debt, and if such Permitted Bank Debt is revolving debt, to effect a corresponding commitment reduction thereunder, (b) to acquire all or substantially all of the assets of, or cause a majority of the Voting Stock of, another Permitted Business, (c) to make a capital expenditure, or (d) to acquire any other long-term assets that are used or useful in a Permitted Business. Pending the final application of any such Net Proceeds, the Company (or such Restricted Subsidiary to apply, the Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds relating to in any manner that is not prohibited by this Indenture. Any Net Proceeds from such Asset Sale within 545 that are not finally applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." Within five days of receipt each date on which the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall commence a pro rata Asset Sale Offer pursuant to Section 3.09 hereof to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof either (A) plus accrued and unpaid interest to prepay any Secured Debt or Indebtedness the date fixed for the closing of a Restricted Subsidiary that is not a Guarantor andsuch offer, in accordance with the case procedures set forth in Section 3.09 hereof. To the extent that the aggregate amount of any such Indebtedness under any revolving credit facilityNotes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, effect a corresponding reduction in the availability under such revolving credit facility Company (or effect a permanent reduction in such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by this Indenture. Upon completion of such offer to purchase, the availability under such revolving credit facility regardless amount of the fact that no prepayment is required in order Excess Proceeds will be deemed to do so (in which case no prepayment should be required)),reset at zero.

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

Asset Sales. (1) The Company shall Issuer will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, (i) sell, lease, convey or otherwise dispose of any assets (including by way of a sale-and-leaseback) other than sales of inventory or the licensing of trademarks (but not the sale of any trademark) in the ordinary course of business (provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer shall be governed by the provisions of Section 801 hereof), or (ii) consummate an Asset Sale unless unless: (i) the Company Issuer or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith evidenced by a resolution of the CompanyBoard of Directors); , and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company Issuer or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be Qualified Consideration. The Issuer or any Subsidiary may, within 365 days of the Asset Sale, invest the Net Cash Proceeds thereof (A) in property or assets used, or to be used, in the form Issuer's line of cash business, or in a company engaged primarily in the Issuer's line of business (if and to the extent otherwise permitted under this Indenture), or (B) to repay any Debt of the Issuer, other than subordinated debt, or any Debt of a Subsidiary. The amount of such Net Cash Equivalents; provided Proceeds not used or invested within 365 days of the Asset Sale in the manner described in clauses (A) and (B) above shall constitute "Excess Proceeds." In the event that Excess Proceeds exceed $10.0 million, the Issuer shall make an Offer to Purchase that amount of Securities equal to the amount of: (a) any liabilities (as shown on of Excess Proceeds at a price equal to 100% of the Company’s or such Restricted Subsidiary’s most recent balance sheet or in principal amount of the footnotes theretoSecurities to be purchased, or plus accrued and unpaid interest, if incurred or accrued subsequent any, to the date of such balance sheetpurchase and, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent required by the terms thereof, any other Debt of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 Issuer that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (pari passu with the fair market value Securities or Debt of each item a Subsidiary. Each Offer to Purchase shall be mailed within 30 days following the date that the Issuer shall become obligated to purchase Securities with any Excess Proceeds. Following the completion of Designated Non-cash Consideration being measured at an Offer to Purchase, the time received and without giving effect to subsequent changes in value), shall, in each amount of (a), (b) and (c) above, Excess Proceeds shall be deemed to be cash reset at zero and, to the extent there are any remaining Excess Proceeds the Issuer may use such Excess Proceeds for any use which is not otherwise prohibited by this Indenture. The Issuer will comply with the purposes requirements of this provision or for purposes Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating Securities pursuant to such Asset Sale within 545 days of receipt thereof either (A) Offer to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),Purchase.

Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate engage in an Asset Sale unless (i) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration (including by way of relief from, or by any other Person assuming sole responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Sale at least equal to the fair market value value, and in the case of the assets sold or otherwise disposed a lease of (as determined in good faith by the Company); (ii) solely with respect assets, a lease providing for rent and other conditions which are no less favorable to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company (or the Restricted Subsidiary, as the case may be) in any material respect than the then prevailing market conditions (evidenced in each case by a resolution of the Board of Directors of such entity set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests sold or otherwise disposed of, from and (ii) at least 80% (100% in the case of lease payments) of the consideration therefor (excluding contingent liabilities assumed by the transferee of any such Asset Sale shall be assets) received by the Company or such Subsidiary is in the form of cash or Cash EquivalentsEquivalents paid at the closing thereof; provided that the amount of: of (aA) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheetexcluding contingent liabilities), such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; assets and (bB) any securitiesnotes, notes securities or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are promptly, but in no event more than 30 days after receipt, converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, will be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),provision.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company's Board of Directors); , (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: of (a) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; , and (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are immediately converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; provision, and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 365 days of receipt thereof either (A) to prepay repay any Secured Senior Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness Senior Debt under any revolving credit facility, effect a corresponding commitment reduction in the availability under such revolving credit facility facility, (B) to reinvest in Productive Assets, or effect (C) a permanent reduction in combination of prepayment, repurchase and investment permitted by the availability foregoing clauses (iii)(A) and (iii)(B). Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under such a revolving credit facility regardless facility, if any, or otherwise invest such Net Cash Proceeds in Cash Equivalents. On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the fact Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) or (iii)(C) of the next preceding sentence (each, a "Net Proceeds Offer Trigger Date"), the aggregate amount of Net Cash Proceeds that no prepayment have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis that amount of Notes equal to the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon to the date of purchase; provided, however, that if at any time any non-cash consideration received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is required converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in order accordance with this covenant. Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $5.0 million, the application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount to do a Net Proceeds Offer may be deferred until such time as such Net Proceeds Offer Amount plus the aggregate amount of all Net Proceeds Offer Amounts arising subsequent to the Net Proceeds Offer Trigger Date relating to such initial Net Proceeds Offer Amount from all Asset Sales by the Company and its Restricted Subsidiaries aggregates at least $5.0 million, at which time the Company or such Restricted Subsidiary shall apply all Net Cash Proceeds constituting all Net Proceeds Offer Amounts that have been so deferred to make a Net Proceeds Offer (the first date the aggregate of all such deferred Net Proceeds Offer Amounts is equal to $5.0 million or more shall be deemed to be a "Net Proceeds Offer Trigger Date"). Upon the completion of any Net Proceeds Offer in which case no prepayment should accordance with the terms of this Indenture, the Net Proceeds Offer Amount shall be requiredreset at zero. Notwithstanding the two immediately preceding paragraphs, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraphs to the extent (i) at least 75% of the consideration for such Asset Sale constitutes Productive Assets, cash, Cash Equivalents and/or Marketable Securities and (ii) such Asset Sale is for fair market value (as determined in good faith by the Company's Board of Directors)),; provided that any consideration not constituting Productive Assets received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall be subject to the provisions of the two preceding paragraphs. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue thereof.

Asset Sales. The Company shall not, and shall not permit any Restricted Subsidiary to, sell, issue, convey, transfer, lease or otherwise dispose of, to any Person other than the Company or any of its Restricted Subsidiaries to(including, consummate without limitation, by means of a sale-and-leaseback transaction or a merger or consolidation) (collectively, for purposes of this Section 4.10, a "transfer"), directly or indirectly, in one or a series of related transactions, (a) any Capital Stock of any Restricted Subsidiary held by the Company or any other Restricted Subsidiary, (b) all or substantially all of the properties and assets of any division or line of business of the Company or any of its Restricted Subsidiaries, (c) any Event of Loss or (d) any other properties or assets of the Company or any of its Restricted Subsidiaries other than transfers of cash, Cash Equivalents, accounts receivable, or properties or assets in the ordinary course of business; provided that the sale, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, shall be governed by Sections 4.15 and/or 5.1 hereof and not by the provisions of this Section 4.10 (each of the foregoing, an "Asset Sale Sale"), unless (i) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company); and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of: of (ax) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are Subordinated Indebtedness or otherwise by their terms subordinated to the NotesNotes or the Subsidiary Guarantees) that are assumed by the transferee of any such assets; assets pursuant to a novation agreement that releases the Company or such Restricted Subsidiary from further liability and (by) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof closing such Asset Sale (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and clause (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be requiredii)),.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate engage in an Asset Sale unless (i) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company); and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of (a) cash or Cash EquivalentsEquivalents or (b) Qualified Proceeds, provided, that the aggregate fair market value of Qualified Proceeds that may be received pursuant to this clause (ii)(b) shall not exceed an aggregate of $10.0 million after the date of this Indenture; provided further, that the amount of: of (ax) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes theretosheet), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary of the Company (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesDebentures or any guarantee thereof) that are assumed by the transferee of any such assets; assets pursuant to a customary novation agreement that releases the Company or such Subsidiary from further liability and (by) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are promptly (and in any event, in not more than 30 days) converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof or Cash Equivalents (to the extent of the cash or Cash Equivalents received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),provision.

Asset Sales. The Company shall not, and shall not permit No later than the tenth (10th) Business Day following the date of receipt by any Credit Party or any of its Restricted Subsidiaries to, consummate an of any Net Asset Sale unless Proceeds (i) it being understood that such Net Asset Sale Proceeds shall be deposited into a Controlled Account on the same Business Day as receipt thereof), the Company or shall prepay the applicable Restricted Subsidiary, Loans as the case may be, receives consideration at the time set forth in Section 2.14(b) in an aggregate amount equal to one hundred percent (100%) of such Net Asset Sale at least equal Proceeds plus any amount due pursuant to Sections 2.10(a) and (b) (such amounts, the “Asset Sale Reinvestment Amounts”); provided, that no such prepayment shall be required under this Section 2.13(a) to the fair market value extent the (a) Net Asset Sale Proceeds of the assets sold or otherwise disposed of (as determined in good faith by the Company); (ii) solely with respect to any individual Asset Sale or series of related Asset Sales for which does not exceed $2,000,000 and (b) aggregate Net Asset Sale Proceeds received by any Credit Party and/or any of its Subsidiaries from the Closing Date through the applicable date of determination does not exceed $5,000,000 (and then, in each case, only the amount in excess thereof shall be required to be paid); and provided, further, that, so long as no Default or Event of Default shall have occurred and be continuing, the Company shall have the option, directly or through one or more of its Subsidiaries that are Credit Parties, to invest (i) with respect to Asset Sale Reinvestment Amounts from Assets Sales other than Specified Assets Sales (A) 100% of such Asset Sale Reinvestment Amounts up to an aggregate amount less than $30,000,000 and (B) to the extent that such Asset Sale Reinvestment Amounts equal $30,000,000 or more, 60% of such Asset Sale Reinvestment Amounts, and (ii) with respect to Asset Sale Reinvestment Amounts from Specified Asset Sales, 50% of such Asset Sale Reinvestment Amounts, in each case within three hundred sixty-five (365) days of receipt thereof (the “Asset Sale Reinvestment Period”) in the costs of research, development, commercialization, license, purchase, or other acquisition or investment of or in other assets of the general type used or useful in the business of the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% Subsidiaries. In the event that Asset Sale Reinvestment Amounts are not reinvested by Company prior to the expiration of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such applicable Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset SaleReinvestment Period, the Company shall apply, or cause prepay the Loans as set forth in Section 2.14(b) in an aggregate amount equal to one hundred percent (100%) of such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such unreinvested Asset Sale within 545 days Reinvestment Amounts plus any amount due pursuant to Sections 2.10(a) and (b). If at any time an Event of receipt thereof either (A) Default has occurred and is continuing, then all unreinvested Asset Sale Reinvestment Amounts shall be used to prepay the Loans (including any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, amount owing under Section 2.10(a) and (b) in the case of connection with such prepayment) immediately and without any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),demand.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company); and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 7580% of the consideration therefor received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalentscash; provided that the amount of: of (ax) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any Guarantee thereof) that are assumed by the transferee of any such assets; assets and either (b1) such assumption is evidenced by a customary novation agreement that releases the Company or such Subsidiary from further liability or (2) all such liabilities are paid in full within five days of such Asset Sale by the transferee of such assets and (y) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously (subject to ordinary settlement periods) converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or for purposes provision. Within 180 days after the receipt of the second paragraph of this Section 4.10; and (iii) upon the consummation of any Net Proceeds from an Asset Sale, the Company shall applymay apply such Net Proceeds, or cause such Restricted Subsidiary to applyat its option, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (Aa) to prepay any Secured repay Senior Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, (and to correspondingly reduce lending commitments with respect thereto in the case of Senior Debt that is term Indebtedness or revolving credit Indebtedness and was incurred pursuant to a Credit Facility), (b) to the acquisition of a majority of the assets of, or a majority of the Voting Stock of, another Permitted Business, the making of a capital expenditure or the acquisition of other long-term assets that are used or useful in a Permitted Business or (c) reimburse the Company or its Subsidiaries for expenditures made, and costs incurred to repair, rebuild, replace or restore property subject to loss, damage or taking to the extent that Net Proceeds consist of insurance proceeds received on account of such loss, damage or taking. Pending the final application of any such Indebtedness under any Net Proceeds, the Company may temporarily reduce revolving credit facility, effect a corresponding reduction borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the availability under such revolving credit facility (or effect a permanent reduction first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall be required to make an offer to all Holders of Notes and all holders of other Indebtedness containing provisions similar to those set forth in the availability under Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such revolving credit facility regardless other Indebtedness that may be purchased out of the fact Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in Section 3.09 hereof and such other Indebtedness. To the extent that no prepayment is required in order any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other Indebtedness to do so (in which case no prepayment should be required)),purchased on a pro rata basis. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate cause or make an Asset Sale Sale, unless (ix) the Company Company, or the applicable its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets sold or otherwise disposed of and (as determined in good faith by the Company); (iiy) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company Company, or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: of (ai) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesSecurities) that are assumed by the transferee of any such assets; , (bii) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 60 days of the receipt thereof (to the extent of the cash received); , and (ciii) any Designated Non-cash Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (ciii) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 53.5% of Total Tangible Assets or $15,000,000 at the time of the receipt of such Designated Non-cash Noncash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash Cash Equivalents for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),provision.

Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate directly or indirectly, engage in an Asset Sale Sale, unless (i) immediately before and after giving effect to such transaction, no Default or Event of Default exists, (ii) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of of, (as determined in good faith by the Company); (iiiii) solely with respect to any if such Asset Sale or series involves Collateral it shall be in compliance with the provisions of related Asset Sales for which this Indenture and the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 millionSecurity Documents, (iv) at least 75% of the consideration therefor received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of: of (ax) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; assets pursuant to an agreement that releases the Company or such Subsidiary from further liability and (by) any securities, notes or other obligations securities received by the Company or any such Restricted Subsidiary from such transferee that are immediately converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof or Cash Equivalents (to the extent of the cash or Cash Equivalents received); , shall be deemed to be cash or Cash Equivalents for purposes of this provision, and (cv) the Company or such Subsidiary shall apply the Net Proceeds of such Asset Sale within 360 days of receipt thereof, as follows: (A) first, to the extent such Net Proceeds are received from an Asset Sale not involving the sale, transfer or disposition of Collateral ("Non- Collateral Proceeds"), to repay any Designated Indebtedness secured by the assets involved in such Asset Sale or otherwise required to be repaid with the proceeds thereof, and (B) second, with respect to any Non-Collateral Proceeds remaining after application pursuant to the preceding paragraph (A) and any Net Proceeds received from an Asset Sale to the extent such assets constitute Collateral ("Collateral Proceeds" and, together with such remaining Non-Collateral Proceeds, the "Available Amount"), the Company shall make an offer to purchase (the "Asset Sale Offer") from all Holders of Notes, up to a maximum principal amount (expressed as a multiple of $1,000) of Notes equal to the Available Amount at a purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that the Company will not be required to apply pursuant to this paragraph (B) Net Proceeds received from any Asset Sale if, and only to the extent that, such Net Proceeds are applied to a Related Business Investment within 360 days of such Asset Sale and, if the Net Proceeds so invested were Collateral Proceeds, the property and assets constituting such Related Business Investment and any other non-cash Consideration consideration received as a result of such Asset Sale are made subject to the Lien of this Indenture and the applicable Security Documents pursuant to the provisions of this Indenture and the applicable Security Documents; provided, further, that if at any time any non-cash consideration received by the Company or any Subsidiary of its Restricted Subsidiaries the Company, as the case may be, in such connection with any Asset Sale having is converted into or sold or otherwise disposed of for cash, then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Proceeds thereof shall be applied in accordance with this Section 4.16; and provided, further, that the Company may defer the Asset Sale Offer until there is an aggregate fair market valueunutilized Available Amount equal to or in excess of $10 million resulting from one or more Asset Sales (at which time the entire unutilized Available Amount, taken together with all other Designated Non-cash Consideration received and not just the amount in excess of $10 million, shall be applied as required pursuant to this clause paragraph). To the extent the Asset Sale Offer is not fully subscribed to by Holders of the Notes, the Company or any applicable Subsidiary may obtain a release of the unutilized portion of the Available Amount from the Lien of the Security Documents in accordance with Section 11.3. All Net Proceeds received from the sale of assets constituting Collateral shall constitute Trust Moneys and shall be delivered by the Company (or the applicable Subsidiary of the Company) to the Trustee and be deposited in the Collateral Account in accordance with this Indenture. Net Proceeds as deposited may be withdrawn from the Collateral Account in accordance with Section 11.3 or 11.4. (b) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of an Asset Sale. (c) after December 14, 2010 that is at that time outstanding, not to exceed The Company shall provide the greater of $150 million and 5% of Total Assets at the time Trustee with prompt notice of the receipt occurrence of an Asset Sale Offer. Such notice shall be accompanied by an Officers' Certificate setting forth (i) a statement to the effect that the Company or a Subsidiary of the Company has made an Asset Sale and (ii) the aggregate principal amount of Notes offered to be purchased and the basis of calculation in determining such aggregate principal amount. (d) In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Subsidiaries as an entirety to a person in a transaction permitted under Article V hereof, the successor corporation shall be deemed to have sold the properties and assets of the Company and its Subsidiaries not so transferred for purposes of this Section 4.16, and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of such Designated Non-cash Consideration (with properties and assets of the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect Company or its Subsidiaries deemed to subsequent changes in value), shall, in each of (a), (b) and (c) above, be sold shall be deemed to be cash Net Proceeds for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),4.16. SECTION 4.17.

Asset Sales. The Company shall not, and shall not permit any Restricted Subsidiary of its Restricted Subsidiaries the Company to, consummate an make any Asset Sale unless (i) the Company or the applicable such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Sale disposition (or in the case of a lease, over the term of such lease) at least equal to the fair market value of the shares or assets sold or otherwise disposed of (which shall be as determined in good faith by the CompanyBoard of Directors and evidenced by a Board Resolution set forth in an Officer's Certificate delivered to the Trustee); , and (ii) solely with respect to any except in the case of Permitted Non-Cash Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 millionSale, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from for such Asset Sale shall be in the form disposition consists of cash or Cash Equivalents; provided that the amount offollowing will be deemed to be cash for purposes of this covenant: (a1) the amount of any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability, (b2) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such a transferee that are immediately converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); or Cash Equivalents, and (c3) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at any assets into which the time received and without giving effect proceeds, if cash, could have been reinvested as "assets related to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes Principal Business of the second paragraph Company"; provided, further, that the 75% limitation referred to above in clause (ii) shall not apply to any disposition of this Section 4.10; and (iii) upon assets in which the consummation cash portion of such consideration received therefor on an after-tax basis, determined in accordance with the foregoing proviso, is equal to or greater than what the after-tax net proceeds would have been had such transaction complied with the aforementioned 75% limitation. Within 365 days of any Asset Sale, the Company shall apply, or cause such Restricted Subsidiary may elect to apply, (i) apply the Net Cash Proceeds relating to from such Asset Sale within 545 days to permanently redeem or repay Senior Debt of receipt thereof either the Company or any Restricted Subsidiary of the Company and in each case to correspondingly reduce commitments with respect to such Indebtedness, or (Aii) apply the Net Proceeds from such Asset Sale to prepay any Secured Debt or Indebtedness invest in assets related to the Principal Business of the Company, including, without limitation, the purchase of Equity Interests of an entity which, after giving effect to such purchase, is a Restricted Subsidiary that is not a Guarantor and, in of the case Company. Pending the final application of any such Indebtedness under Net Proceeds, the Company may temporarily invest such Net Proceeds in 40 47 any revolving credit facility, effect a corresponding reduction manner permitted by this Indenture. Any Net Proceeds from an Asset Sale not applied or invested as provided in the availability under such revolving credit facility first sentence of this paragraph will be deemed to constitute "Excess Proceeds." As soon as practical, but in no event later than 10 business days after any date (or effect a permanent reduction an "Asset Sale Trigger Date") that the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall commence an Offer (pursuant to and in accordance with Section 3.09 hereof) to purchase the availability under such revolving credit facility regardless maximum principal amount of Notes that may be purchased out of the fact Excess Proceeds, at an Offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Special Interest thereon, if any, to the date of purchase. To the extent that no prepayment is required in order any Excess Proceeds remain after completion of an Offer, the Company may use the remaining amount for general corporate purposes. Upon completion of such Offer to do so (in which case no prepayment should purchase, the amount of Excess Proceeds will be required)),reset to zero.

Asset Sales. The Company shall not, and shall not permit Not later than three (3) Business Days following the receipt of any Net Proceeds from any Asset Sale by RailAmerica or any of its Restricted Subsidiaries to, consummate (other than an Asset Sale unless made pursuant to Section 10.4(a), (c), (d), (e), (f), (g), (h) or (i)) or from any Casualty Event, the Company Borrowers shall make prepayments of Loans in an aggregate amount equal to 100% of such Net Proceeds; provided, however, that (I) if at the time that any such prepayment would be required, any Credit Party is required to offer to repurchase or to prepay any Secured Notes or any Other Pari Passu Lien Obligations (or any Permitted Refinancing Indebtedness in respect thereof that is secured by the applicable Collateral on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with such Net Proceeds (such Secured Notes or any Other Pari Passu Lien Obligations (or any Permitted Refinancing Indebtedness in respect thereof) required to be offered to be so repurchased or prepaid, “Other Applicable Indebtedness”), then the Borrowers may apply such Net Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness outstanding at such time (and in the case of such Other Applicable Indebtedness, at a prepayment price of no more than 100% of principal amount); provided that the portion of such Net Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Proceeds shall be allocated to the Loans in accordance with the terms hereof) to the prepayment of the Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 5.2(a) shall be reduced by the amount of such Other Applicable Indebtedness so repaid with such Net Proceeds and to the extent the holders of Other Applicable Indebtedness decline to have such Other Applicable Indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within ten (10) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof; and (II) so long as no Event of Default shall then exist or would arise therefrom, such Net Proceeds shall not be required to be so applied toward such prepayment to the extent that such Net Proceeds are used within 365 days of the date such Net Proceeds are received by RailAmerica or a Restricted Subsidiary to make an Investment in (w) any one or more businesses (provided that such Investment in any business is in the form of the acquisition of Equity Interests and results in RailAmerica or a Restricted Subsidiary, as the case may be, receives consideration at owning an amount of the time Equity Interests of such Asset Sale at least equal to business such that it constitutes a Restricted Subsidiary), (x) capital expenditures for RailAmerica and its Restricted Subsidiaries, (y) acquisitions of other assets that, in each of (w), (x), (y) and (z), are used or useful in a Similar Business that becomes a Restricted Subsidiary of RailAmerica or is held by RailAmerica or a Restricted Subsidiary or (z) in addition, in the fair market value case of a Casualty Event, the repair, restoration or replacement of the assets sold or otherwise disposed that were the subject of such Casualty Event; provided, further, that in the case of each of (as determined in good faith by w), (x), (y) and (z), to the Company)extent the disposition giving rise to such Net Proceeds was Collateral, such Investment is concurrently added to the Collateral; (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company provided, however, that RailAmerica and its Restricted Subsidiaries receive aggregate consideration in excess shall only be permitted to reinvest Net Proceeds of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent Sales pursuant to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Companyforegoing clause (II) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent (X) the aggregate amount of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Net Proceeds so reinvested from Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received Sales pursuant to this clause such Clause (cII) after December 14, 2010 that is at that time outstanding, since the Closing Date does not to exceed the greater of $150 200 million and 515% of Total Assets at the time of any such proposed reinvestment and (Y) such reinvestment is permitted by the receipt terms of such Designated Non-cash Consideration the Other Applicable Indebtedness and, if applicable, is considered a reinvestment in lieu of a prepayment thereof (with it being understood that the fair market value limitations set forth in clauses (X) and (Y) shall not be applicable to the Net Proceeds from any Casualty Event). If required by the terms of each item of Designated Non-cash Consideration being measured at the time received and without giving effect any documentation governing Indebtedness incurred pursuant to subsequent changes in value), shall, in each of (aSections 10.1(h), (bi), (k), (m) and or (cq) aboveto place any such Net Proceeds in a collateral or control account with or on behalf of a representative of any such Indebtedness, the Net Proceeds from any such Asset Sale of Collateral shall be deemed paid directly by the purchaser thereof to the Collateral Agent to be cash held in trust in an Asset Sale Proceeds Account for application in accordance with the purposes terms of this provision Agreement; provided that (i) RailAmerica shall immediately after or for purposes prior to opening or designating any account as an Asset Sale Proceeds Account send a written notice identifying such account to the Administrative Agent and the Collateral Agent; (ii) the Asset Sale Proceeds Account shall not be subject to any Liens, other than the Lien of the second paragraph Collateral Agent; (iii) neither RailAmerica nor any Restricted Subsidiary shall commingle the amounts in the Asset Sale Proceeds Account with any other amounts, other than any other proceeds of this Section 4.10an Asset Sale or other sale of Collateral; and (iiiiv) upon the consummation proceeds of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such any Asset Sale within 545 days of receipt thereof either permitted by Section 10.4 (Aother than Section 10.4(b)) shall not be required to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, be deposited in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),Asset Sale Proceeds Account.

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

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company); and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of (A) cash or Cash Equivalents or (B) Qualified Proceeds; provided that the aggregate fair market value of Qualified Proceeds (other than cash or Cash Equivalents), which may be received in consideration for asset sales pursuant to this clause (ii)(B) shall not exceed $7.5 million since the Issue Date; provided provided, further, that the amount of: of (ax) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes theretosheet), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any Guarantee thereof) that are assumed by the transferee of any such assets; assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (by) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by within 180 days following the Company or any closing of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valueSale, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or for purposes provision. Within 360 days after the receipt of the second paragraph of this Section 4.10; and (iii) upon the consummation of any Net Proceeds from an Asset Sale, the Company shall applyor its Restricted Subsidiaries may apply such Net Proceeds, at its option, (a) to repay Senior Debt or Guarantor Senior Debt, or cause such (b) to the investment in, or the making of a capital expenditure or the acquisition of other property or assets in each case used or useable in a Permitted Business, or Capital Stock of any Person primarily engaged in a Permitted Business if, as a result of the acquisition by the Company or any Restricted Subsidiary to applythereof, such Person becomes a Restricted Subsidiary, or (c) a combination of the uses described in clauses (a) and (b). Pending the final application of any such Net Proceeds, the Company or its Restricted Subsidiaries may temporarily reduce Senior Debt or otherwise invest such Net Cash Proceeds relating in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales, other than 20% of the net proceeds from any sale of all or substantially all of the Capital Stock or assets of the Company's Popular Club Plan business or Xxxxxxxx & Xxxxx business (as each such business is constituted on the Issue Date) which are utilized to repay, redeem, repurchase or otherwise retire outstanding Senior Discount Debentures, that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million (an "Asset Sale Offer Triggering Event"), the Company will be required to make an offer to all Holders of Notes and, to the extent required by the terms of any Pari Passu Indebtedness ranking pari passu with the Notes ("Pari Passu Indebtedness") to all holders of such Pari Passu Indebtedness (an "Asset Sale Offer"), to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the procedures set forth in Section 3.09 hereof or such Pari Passu Indebtedness, as applicable. To the extent that the aggregate principal amount of Notes and any such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company or its Restricted Subsidiaries may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes and any such Pari Passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of such Asset Sale within 545 days Offer, the amount of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should Excess Proceeds shall be required)),reset at zero.

Asset Sales. The Company shall notSell, and shall not permit transfer, convey, assign, issue or otherwise dispose any of its Restricted Subsidiaries toassets or properties (including its accounts or any shares of its Stock) or engage in any sale-leaseback, consummate an Asset Sale unless synthetic lease or similar transaction, including without limitation the Collateral or Loan proceeds; provided, however, that (i) the Company or the applicable Restricted Subsidiary, as the case any Grantor may be, receives consideration at the time transfer any of its Collateral to any other Grantor provided such Asset Sale at least equal Collateral remains subject to the Liens of Agent under this Agreement to secure the Obligations, (ii) any Grantor may sell inventory to its customers in the ordinary course of business, (iii) any Grantor may sell for fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, properties so long as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount offollowing conditions are met: (a1) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with of all other Designated Non-cash Consideration received pursuant such asset sales do not exceed $200,000 in any Fiscal Year, (2) immediately prior to this clause (c) and immediately after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes such Asset Sale, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (3) if required, the Borrower has applied any Net Cash Proceeds arising therefrom pursuant to Section 1.2(c) and (4) the consideration received for such sale, transfer, lease, contribution or conveyance is received in value)cash; (iv) Holdings and Xxxxxx shall wind-up the affairs of and dissolve Xxxxxx Mexico as required by Section 3.36 and transfer any remaining assets to the Credit Parties, shall(v) Holdings shall wind-up the affairs of and dissolve Xxxxxx as required by Section 3.36 and transfer any remaining assets to the Credit Parties, (vi) Holdings may wind-up the affairs of and dissolve any Inactive Subsidiary, provided that any assets of such Person shall be transferred to a Credit Party that continues to exist after the winding-up and/or dissolution of such Person, (vii) any Credit Party may use proceeds of the Loans for purposes permitted under this Agreement, (viii) any Grantor may dispose of obsolete, worn out or surplus property, whether new owned or hereafter acquired, in each the ordinary course of business and property no longer used or useful in the conduct of such Grantor, (aix) any Grantor may dispose of immaterial assets in the ordinary course of business (including allowing any registrations or any applications for registration of any immaterial Intellectual Property to lapse or be abandoned in the ordinary course of business), (bx) any Grantor may dispose of any property to the extent that (A) such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased or (B) the proceeds of such disposition are promptly applied to the purchase price of replacement property (which replacement property is promptly purchased), (xi) any Grantor may dispose of any property to the extent expressly permitted by Section 5.3, 5.5, 5.7 or 5.19 and the granting of Liens expressly permitted by Section 5.2, (cxii) aboveany Grantor may dispose of cash and Cash Equivalents in the ordinary course of business, be deemed (xiii) any Grantor may unwind any Hedging Agreement in accordance with its terms to be cash the extent such Hedging Agreement is (or was) entered into by a Credit Party in the ordinary course of business for the purposes purpose of this provision directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Credit Party, or changes in the value of securities issued by such Credit Party, and not for purposes of the second paragraph of this Section 4.10; speculation or taking a “market view”, and (iiixiii) upon the consummation any Grantor may dispose of an Asset Saleany property in connection with a Casualty Event, the Company shall apply, or cause such Restricted Subsidiary to apply, provided that the Net Cash Proceeds relating to such Asset Sale within 545 days thereof shall be applied in accordance with the requirements of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be requiredSection 1.2(c)),. ​

Asset Sales. The Company (a) No Indenture Obligor shall, nor shall not, and shall not it permit any of its Restricted Obligor Subsidiaries to, consummate an make any Asset Sale (other than to another Indenture Obligor or such other Subsidiary) unless (i) the Company such Indenture Obligor or the applicable Restricted Subsidiary, as the case may be, such Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets sold or otherwise disposed of (as determined in good faith by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company of, and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 7585% of the consideration received by the Company such Indenture Obligor or the Restricted Subsidiary, as the case may be, such Subsidiary from such Asset Sale shall be is in the form of cash (in Dollars) and no portion thereof shall consist of inventory or Cash Equivalentsaccounts receivable or other property that would become subject to a Lien held by any other creditor of such Indenture Obligor or of any such Subsidiary other than the New Tranche A Note Holders or the Holders of the Securities; provided provided, however, that the amount of: (a) of any liabilities (as shown on the Company’s cash equivalent or note or other obligation received by such Indenture Obligor or such Restricted Subsidiary’s most recent balance sheet or Subsidiary from the transferee in the footnotes thereto, or if incurred or accrued subsequent to the date of any such balance sheet, transaction that is converted within 45 days by such liabilities that would have been shown on the Company’s Indenture Obligor or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed upon such conversion to be cash for the purposes of this provision or for purposes provision; (ii) to the extent such Asset Sale involves Collateral, (x) the consent of the second paragraph Holders of this Section 4.10a majority of the aggregate principal amount of the Securities then Outstanding shall be obtained prior to the consummation of such sale and (y) PCI or the Company shall cause the aggregate cash proceeds received by such Indenture Obligor or such Subsidiary in respect of such Asset Sale which are allocated to the Collateral, net of the items set forth in clauses (i) through (iii) of the definition of Net Proceeds (the "Collateral Proceeds"), to be deposited with the Collateral Agent in the Intercreditor Collateral Account as and when received by such Indenture Obligor or any such Subsidiary; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to received by such Indenture Obligor or such Subsidiary from any Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, are applied in accordance with the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),following paragraphs.

Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate engage in an Asset Sale unless (i) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by a resolution of the Company); Board of Directors of the Company set forth in an Officer's Certificate delivered to the Trustee, which determination shall be conclusive evidence of compliance with this provision) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: of (ax) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes theretosheet), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesExchange Debentures or any guarantee thereof) that are assumed by the transferee of any such assets; assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (by) any securities, notes or other obligations non-cash consideration received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 30 days of the receipt thereof closing such Asset Sale, shall be deemed to be cash for purposes of this provision (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) . Within 360 days after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of any Net Proceeds from an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to applymay apply such Net Proceeds, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either at its option, (Aa) to prepay any Secured permanently reduce Exchange Debenture Senior Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, (and to correspondingly permanently reduce commitments with respect thereto in the case of revolving borrowings), or (b) to an investment in any one or more businesses, capital expenditures or acquisition of other assets, in each case, used or useful in a Permitted Business. Pending the final application of any such Indebtedness under Net Proceeds, the Company may temporarily reduce Exchange Debenture Senior Debt that is revolving debt or otherwise invest such Net Proceeds in any revolving credit facility, effect a corresponding reduction manner that is not prohibited by the Exchange Debenture Indenture. Any Net Proceeds from Asset Sales that are not applied as provided in the availability under first sentence of this paragraph will (after the expiration of the periods specified in this paragraph) be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company will be required to make an offer to all Holders of the Exchange Debentures and, to the extent required by the terms thereof, to all holders or lenders of Exchange Debenture Pari Passu Debt (an "Asset Sale Offer") to purchase the maximum principal amount of the Exchange Debentures and any such revolving credit facility (or effect a permanent reduction Exchange Debenture Pari Passu Debt to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in the availability under such revolving credit facility regardless Exchange Debenture Indenture or the agreements governing the Exchange Debenture Pari Passu Debt, as applicable. To the extent that the aggregate principal amount of the fact that no prepayment Exchange Debentures and Exchange Debenture Pari Passu Debt tendered pursuant to an Asset Sale Offer is required less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of the Exchange Debentures surrendered by Holders thereof and other Exchange Debenture Pari Passu Debt surrendered by holders or lenders thereof, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Exchange Debentures and the trustee or other lender representative for the Exchange Debenture Pari Passu Debt shall select the Exchange Debenture Pari Passu Debt to be purchased on a pro rata basis, based on the aggregate principal amount thereof surrendered in order to do so (in which case no prepayment should such Asset Sale Offer. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be required)),reset at zero.

Asset Sales. (a) The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, consummate consummate, directly or indirectly, an Asset Sale unless unless: (i) the Company Borrower or the applicable such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, in connection with such Asset Sale) at the time of such Asset Sale at least equal to the fair market value Fair Market Value (measured at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of (as determined in good faith by the Company)of; and (ii) solely with respect to any except in the case of a Permitted Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 millionSwap, at least 7575.0% of the consideration (measured at the time of contractually agreeing to such Asset Sale) for such Asset Sale, together with all other Asset Sales completed or contractually agreed upon since the Issue Date (on a cumulative basis), received (or to be received) by the Company Borrower or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that . (b) For purposes of Section 6.4(a)(ii) (and no other provision), the amount offollowing shall be deemed to be cash or Cash Equivalents: (ai) the greater of the principal amount and the carrying value of any liabilities (as shown reflected on the Company’s or such Restricted Subsidiary’s most recent balance sheet of the Borrower or such Restricted Subsidiary or in the footnotes thereto, or if incurred incurred, accrued or accrued increased subsequent to the date of such balance sheet, such liabilities that would have been shown reflected on the Company’s balance sheet of the Borrower or such Restricted Subsidiary’s balance sheet Subsidiary or in the footnotes thereto if such incurrence incurrence, accrual or accrual increase had taken place on or prior to the date of such balance sheet, as determined in good faith by the CompanyBorrower) of the Company Borrower or any such Restricted Subsidiary (Subsidiary, other than liabilities that are by their terms subordinated in right of payment to the Notes) Obligations, that are assumed by the transferee of any such assetsassets (or are otherwise extinguished in connection with the transactions relating to such Asset Sale) pursuant to a written agreement which releases or indemnifies the Borrower or such Restricted Subsidiary from such liabilities; (bii) the amount of any trade-in value applied to the purchase price of any replacement assets acquired in connection with such Asset Sale; (iii) any securities, notes or other obligations or assets received by the Company Borrower or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),reasonably expected by

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

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless : (i) sell, lease, convey or otherwise dispose of any assets or rights (including by way of a sale-and-leaseback) other than sales of inventory in the ordinary course of business (provided that the sale, lease, conveyance or other distribution of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, shall be governed by the provisions of Sections 4.14 and 5.01 hereof and not by the last paragraph of this section), or (ii) with respect to the Company, sell Equity Interests in any of its Subsidiaries, or (iii) with respect to the Company's Restricted Subsidiaries, issue Equity Interests (each of the foregoing, an "Asset Sale"), unless (x) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets sold or otherwise disposed of and (as determined in good faith by the Company); (iiy) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted therefor by the Company or such Restricted Subsidiary into is in the form of cash within 180 days or other Qualified Proceeds. Notwithstanding the foregoing, the following shall not be deemed to be Asset Sales: (i) any single transaction or series of the receipt thereof related transactions that (a) involves assets having a fair market value of less than $2.0 million or (b) results in net proceeds to the extent Company and its Restricted Subsidiaries of less than $2.0 million, (ii) a transfer of assets between or among the cash received); Company and any Restricted Subsidiary, (ciii) an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary, (iv) the sale, lease, conveyance or other disposition of any Designated Non-cash Consideration received Receivable Program Assets by the Company or any Restricted Subsidiary in connection with a Receivables Program, (v) the sale, lease, conveyance or other disposition of any inventory, receivables or other current assets by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valuethe ordinary course of business, taken together with all (vi) the granting of a Permitted Lien, (vi) the licensing by the Company or any Restricted Subsidiary of intellectual property in the ordinary course of business or on commercially reasonable terms, (vii) the sale, lease, conveyance or other Designated Non-cash Consideration received pursuant to this clause disposition of obsolete or worn out equipment or equipment no longer useful in the Company's business, and (cviii) after December 14, 2010 the making or liquidating of any Restricted Payment or Permitted Investment that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of permitted by Section 4.07 hereof. Within 365 days after the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an any Net Proceeds from any Asset Sale, the Company shall apply(or such Restricted Subsidiary) may apply such Net Proceeds from such Asset Sale, at its option, either (a) to repay Permitted Bank Debt, and if such Permitted Bank Debt is revolving debt, to effect a corresponding commitment reduction thereunder, (b) to acquire all or substantially all of the assets of, or cause a majority of the Voting Stock of, another Permitted Business, (c) to make a capital expenditure, or (d) to acquire any other long-term assets that are used or useful in a Permitted Business. Pending the final application of any such Net Proceeds, the Company (or such Restricted Subsidiary to apply, the Subsidiary) may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds relating to in any manner that is not prohibited by this Indenture. Any Net Proceeds from such Asset Sale within 545 that are not finally applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." Within five days of receipt each date on which the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall commence a pro rata Asset Sale Offer pursuant to Section 3.09 hereof to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof either (A) plus accrued and unpaid interest to prepay any Secured Debt or Indebtedness the date fixed for the closing of a Restricted Subsidiary that is not a Guarantor andsuch offer, in accordance with the case procedures set forth in Section 3.09 hereof. To the extent that the aggregate amount of any such Indebtedness under any revolving credit facilityNotes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, effect a corresponding reduction in the availability under such revolving credit facility Company (or effect a permanent reduction in such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by this Indenture. Upon completion of such offer to purchase, the availability under such revolving credit facility regardless amount of the fact that no prepayment is required in order Excess Proceeds will be deemed to do so (in which case no prepayment should be required)),reset at zero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company's Board of Directors); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash or Cash EquivalentsEquivalents and is received at the time of such disposition; provided that the amount of: (a) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 90 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Noncash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Noncash Consideration (with the fair market value of each item of Designated Non-cash Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 365 days of receipt thereof either (A) to prepay any Secured Senior Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),, (B) to reinvest in Productive Assets, or (C) a combination of prepayment and investment permitted by the foregoing clauses (iii)(A) and (iii)(B). Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce Indebtedness under a revolving credit facility, if any, or otherwise invest such Net Cash Proceeds in Cash Equivalents. On the 366th day after an Asset Sale or such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) and (iii)(C) of the preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds which have not been applied on or before such Net Proceeds Offer Trigger Date as permitted in clauses (iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "Net Proceeds Offer Amount") shall be applied by the Company or such Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer ") on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, the maximum amount of Notes that may be purchased with the Net Proceeds Offer Amount at a price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided, however, that if at any time any non-cash consideration (including any Designated Noncash Consideration) received by the Company or any Restricted Subsidiary of the Company, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such non-cash consideration), then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof shall be applied in accordance with this Section 4.10. Notwithstanding the foregoing, if a Net Proceeds Offer Amount is less than $10.0 million, the application of the Net Cash Proceeds constituting such Net Proceeds Offer Amount to a Net Proceeds Offer may be deferred until such time as such Net Proceeds Offer Amount plus the aggregate amount of all Net Proceeds Offer Amounts arising subsequent to the Net Proceeds Offer Trigger Date relating to such initial Net Proceeds Offer Amount from all Asset Sales by the Company and its Restricted Subsidiaries aggregates at least $10.0 million, at which time the Company or such Restricted Subsidiary shall apply all Net Cash Proceeds constituting all Net Proceeds Offer Amounts that have been so deferred to make a Net Proceeds Offer (the first date the aggregate of all such deferred Net Proceeds Offer Amounts is equal to $10.0 million or more shall be deemed to be a Net Proceeds Offer Trigger Date). Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraph to the extent that: (i) at least 75% of the consideration for such Asset Sale constitutes Productive Assets, cash, Cash Equivalents and/or Marketable Securities; and (ii) such Asset Sale is for fair market value; provided that any consideration consisting of cash, Cash Equivalents and/or Marketable Securities received by the Company or any of its Restricted Subsidiaries in connection with any Asset Sale permitted to be consummated under this paragraph shall constitute Net Cash Proceeds subject to the provisions of the preceding paragraph. Notice of each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 30 days following the Net Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in Section 3.09 hereof. To the extent that the aggregate amount of Notes tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, the Company may use any remaining Net Proceeds Offer Amount for general corporate purposes or for any other purpose not prohibited by this Indenture. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.10, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 by virtue thereof.

Asset Sales. The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, consummate cause or make an Asset Sale unless Sale, unless: (ia) the Company Borrower or the applicable any of its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of Fair Market Value (as determined in good faith by the Company)Company Borrower at the time of contractually agreeing to such Asset Sale) of the Equity Interests issued or assets sold or otherwise disposed of; (iib) solely with respect immediately before and after giving effect to any such Asset Sale Sale, no Event of Default has occurred and is continuing or series would result therefrom; and (c) except in the case of related a Permitted Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 millionSwap, at least 7575.0% of the consideration therefore received by the Company Borrower or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: (ai) any liabilities (as shown on the CompanyCompany Borrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes theretothereto for which internal financial statements are available immediately preceding such date, or, if incurred, increased or if incurred or accrued decreased subsequent to the date of such balance sheet, such liabilities that would have been shown on reflected in the CompanyCompany Borrower’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the CompanyCompany Borrower) of the Company Borrower or any such Restricted Subsidiary of the Company Borrower (other than liabilities that are by their terms subordinated to the NotesObligations) that are assumed by the transferee (or a third party on behalf of the transferee) of any such assets; (b) any securities, notes assets or other obligations received by Equity Interests pursuant to an agreement that releases or indemnifies the Company or any such Restricted Subsidiary from such transferee that are converted by the Company Borrower or such Restricted Subsidiary into cash within 180 days (or a third party on behalf of the receipt thereof transferee), as the case may be, from further liability or are otherwise cancelled or terminated in connection with the transaction with such transferee (other than intercompany debt owed to the extent of the cash receivedCompany Borrower or its Restricted Subsidiaries); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),-128-

Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted such 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 of the assets sold or otherwise disposed of thereof (as determined in good faith by the Company's board of directors, and evidenced by a board resolution); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least not less than 75% of the consideration received by the Company or the Restricted such Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: Company or such Subsidiary will not be required -------- to comply with this clause (ii) with respect to a Permitted Asset Swap; and (iii) the Asset Sale Proceeds received by the Company or such Subsidiary are applied (a) any liabilities (as shown on first, to the Company’s or such Restricted Subsidiary’s most recent balance sheet or in extent the footnotes theretoCompany elects, or if incurred is required, to prepay, repay or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) purchase debt under any then existing Senior Indebtedness of the Company or any Guarantor Senior Indebtedness of any Guarantor that is a Subsidiary of the Company within 180 days following the receipt of the Asset Sale Proceeds from any Asset Sale; provided that any such Restricted Subsidiary (other than liabilities that are by their terms subordinated repayment shall result -------- in a permanent reduction of the commitments thereunder in an amount equal to the Notes) that are assumed by the transferee of any such assetsprincipal amount so repaid; (b) any securitiessecond, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash receivedbalance of Asset Sale Proceeds after application as described above, to the extent the Company elects, to an investment in assets (including Capital Stock or other securities purchased in connection with the acquisition of Capital Stock or property of another Person) used or useful in businesses similar or ancillary to the business of the Company and its Subsidiaries as conducted at the time of such Asset Sale, provided that such investment occurs and such Asset Sale Proceeds are so applied within 270 days following the receipt of such Asset Sale Proceeds (the "Reinvestment Date"); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a)third, (b1) 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 permanent reduction of any -------- commitment in respect thereof in an amount equal to the principal amount so repaid) and (c2) above, be deemed if on the Reinvestment Date with respect to be cash for any Asset Sale the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset SaleExcess Proceeds exceed $10.0 million, the Company shall applyapply an amount equal to such Excess Proceeds to an offer to repurchase the Securities, or cause such Restricted Subsidiary at a purchase price in cash equal to apply100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an "Excess Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in Company may retain the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless portion of the fact that no prepayment is Excess Proceeds not required in order to do so (in which case no prepayment should be required)),repurchase Securities.

Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such the Asset Sale at least equal to the fair market value (which, in the case of the assets sold or otherwise disposed of (as an Asset Sale for consideration exceeding $20,000,000, shall be determined in good faith by the Company); 's Board of Directors) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of of, or any combination of, (A) cash or Cash Equivalents; provided that , (B) the amount of: (a) assumption of any liabilities (as shown on the Company’s 's or such the Restricted Subsidiary’s 's most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary of the Company (other than liabilities that are by their terms subordinated to the NotesNotes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets; assets pursuant to a customary novation agreement that releases the Company or the Restricted Subsidiary from further liability, (bC) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such the Restricted Subsidiary into cash or Cash Equivalents within 180 60 days of the following their receipt thereof (to the extent of the cash or Cash Equivalents received); ) and (cD) assets or rights used or useful in a Permitted Business; provided, that any Designated Non-cash Consideration received Asset Sale pursuant to a condemnation, appropriation or other similar taking, including by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Lien incurred not in violation of Section 4.12 hereof or exercise by the Company related lienholder of rights with respect thereto, including by deed or any assignment in lieu of its Restricted Subsidiaries foreclosure shall not be required to satisfy the conditions set forth in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to clauses (i) and (ii) of this clause (c) paragraph. Within 365 days after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of any Net Proceeds from an Asset Sale, the Company shall applyor the Restricted Subsidiary, as the case may be, may apply such Net Proceeds, at its option, (a) to repay, repurchase or redeem Senior Debt, (b) to acquire a controlling interest in another business or all or substantially all of the assets of a business, in each case engaged in a Permitted Business, (c) to make capital expenditures, or cause such (d) to acquire other non-current assets to be used in a Permitted Business, including, without limitation, assets or Investments of the nature or type described in clause (m) of the definition of "Permitted Investments" provided, that the Company or the Restricted Subsidiary to applywill have complied with clause (b) or (c) if, within 365 days of such Asset Sale, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt Company or Indebtedness of a the Restricted Subsidiary shall have commenced and not completed or abandoned an expenditure or Investment, or a binding agreement with respect to an expenditure or Investment, in compliance with clause (b) or (c), and that expenditure or Investment is substantially completed within a date one year and six months after the date of the Asset Sale. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Indebtedness under any Credit Facility or otherwise expend or invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15,000,000, the Company shall be required to make an offer to all Holders of Notes and holders of each other Indebtedness that ranks by its terms pari passu in right of payment with the Notes and the terms of which contain substantially similar requirements with respect to the application of net proceeds from asset sales as are contained herein (an "Asset Sale Offer") to purchase on a Guarantor andpro rata basis (with the Excess Proceeds prorated between the Holders and such holders of pari passu Indebtedness based upon outstanding aggregate principal amounts) the maximum principal amount of the Notes, that is an integral multiple of $1,000, that may be purchased out of the prorated Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the case procedures set forth in Section 3.09 hereof. To the extent that the aggregate amount of Notes and other Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company and its Restricted Subsidiaries may use any such Indebtedness under remaining Excess Proceeds for general corporate purposes and any revolving credit facility, effect a corresponding reduction in other purpose not prohibited by this Indenture. If the availability under such revolving credit facility (or effect a permanent reduction in aggregate principal amount of Notes surrendered by Holders thereof exceeds the availability under such revolving credit facility regardless amount of the fact that no prepayment is required in order prorated Excess Proceeds, the Trustee shall select the Notes to do so (in which case no prepayment should be required)),purchased on a pro rata basis. Upon completion of the offer to purchase, the amount of Excess Proceeds shall be reset at zero.

Asset Sales. The Company Any and all proceeds derived from the sale or disposition (whether voluntary or involuntary), or on account of damage or destruction, of the real estate, furniture, fixtures, equipment or other fixed assets of any Borrower shall notbe paid over to the Agent as and for a mandatory prepayment on the Term Notes; provided, however, that if at the time of receipt no amount is outstanding under the Term Notes or the amount received is in excess of the amount necessary to prepay the Term Notes in full, then such payment or excess (as appropriate) shall be held by the Agent as collateral security for the Borrowers' L/C Obligations if the Term Loans have been prepaid in full but Letters of Credit are outstanding and the Commitments shall not permit any of its Restricted Subsidiaries tobe ratably reduced by a like amount; provided, consummate an Asset Sale unless however, that (i) the Company or foregoing provisions shall be inapplicable to proceeds received by the applicable Restricted SubsidiaryAgent under the Collateral Documents if and so long as, as the case may be, receives consideration at the time of such Asset Sale at least equal pursuant to the fair market value terms of the assets sold or otherwise disposed of (as determined in good faith Collateral Documents, the same are to be held by the Company); Agent and disbursed for the restoration, repair or replacement of the property in respect of which such proceeds were received, (ii) solely no prepayment shall be required with respect to the first $100,000 of net proceeds (i.e., gross proceeds net of out-of-pocket expenses incurred in effecting the sale or other disposition) received during any Asset Sale one calendar year from the sale or series other disposition of related Asset Sales for which the Company equipment, furniture and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% fixtures of the consideration received by Borrowers, taken together, which are worn out, obsolete or, in the Company or good faith judgment of such Borrower, no longer desirable to the Restricted Subsidiaryefficient conduct of its business as then conducted, as the case may be, from such Asset Sale (iii) no prepayment shall be in required with respect to proceeds received from the form sale, damage or destruction of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes equipment or other obligations received assets subject to Liens permitted by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (Section 8.12 hereof if and to the extent such proceeds are applied to reduce the indebtedness secured by such Liens and (iv) so long as no Default or Event of Default has occurred or is continuing the Borrowers may retain the proceeds derived from the sale, damage or destruction of fixtures, furniture and equipment if and to the extent that the relevant Borrower establishes to the reasonable satisfaction of the cash received); and (c) any Designated Non-cash Consideration received by Agent that the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valueequipment sold, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall applydamaged, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either destroyed has been replaced (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, repaired in the case of damaged property) with fixtures, furniture or equipment of at least equal value and utility to that replaced (before any such Indebtedness under damage or destruction) which is subject to a first lien in favor of the Agent for the benefit of the Lenders. Nothing herein contained shall in any revolving credit facility, effect a corresponding reduction manner impair or otherwise affect the prohibitions against the sale or other disposition of Collateral contained herein and in the availability under Collateral Documents. Each such revolving credit facility (or effect a permanent reduction prepayment shall be applied to the remaining installments of the Conversion Term Notes in the availability under such revolving credit facility regardless inverse order of maturity, ratably as among installments on both classes of Conversion Term Notes due on the same date in accordance with the aggregate principal amount of the fact that no installments due on each such class of the Conversion Term Notes, until the Conversion Term Notes have been fully paid and satisfied, with any remaining balance of such prepayment is required applied to the remaining installments of the Term Credit Notes in the inverse order to do so (in which case no prepayment should be required)),of maturity.

Asset Sales. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate cause or make an Asset Sale Sale, unless (ix) the Company or the applicable any of its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of Fair Market Value (as determined in good faith by the Company); ) of the assets or Equity Interests issued or sold or otherwise disposed of, (iiy) solely with respect to any in the case of an Asset Sale that constitutes a Sale of Notes Collateral or series a Sale of related Asset Sales for which a Guarantor, the Company (or the applicable Guarantor, as the case may be) deposits the Net Proceeds therefrom (net of any Net Proceeds received in receipt of or allocable to the ABL Collateral of such Guarantor, in the case of a Sale of a Guarantor) as collateral in a segregated account or accounts (each, a “Collateral Proceeds Account”) held by or under the control of (for purposes of the Uniform Commercial Code) the Collateral Trustee or its agent to secure all Secured Obligations pursuant to arrangements reasonably satisfactory to the Collateral Trustee or as directed by the holders of the Secured Obligations; provided that no such deposit will be required except to the extent the aggregate Net Proceeds from all Sales of Notes Collateral and its Restricted Subsidiaries receive aggregate consideration Sales of a Guarantor that are not held in excess a Collateral Proceeds Account and have not previously been applied in accordance with the provisions described in the next succeeding paragraph exceed $10.0 million and (z) except in the case of $50.0 millionPermitted Asset Swaps, at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),:

Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate engage in an Asset Sale unless (i) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by a resolution of the Company); Board of Directors of the Company set forth in an Officer's Certificate delivered to the Trustee, which determination shall be conclusive evidence of compliance with this provision) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: of (ax) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes theretosheet), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any guarantee thereof) that are assumed by the transferee of any such assets; assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (by) any securities, notes or other obligations non-cash consideration received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 30 days of the receipt thereof closing such Asset Sale, shall be deemed to be cash for purposes of this provision (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) . Within 360 days after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of any Net Proceeds from an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to applymay apply such Net Proceeds, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either at its option, (Aa) to prepay any Secured permanently reduce Senior Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, (and to correspondingly permanently reduce commitments with respect thereto in the case of revolving borrowings), or (b) to an investment in any one or more businesses, capital expenditures or acquisition of other assets, in each case, used or useful in a Permitted Business. Pending the final application of any such Indebtedness under Net Proceeds, the Company may temporarily reduce Senior Debt that is revolving debt or otherwise invest such Net Proceeds in any revolving credit facility, effect a corresponding reduction manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied as provided in the availability under first sentence of this paragraph will (after the expiration of the periods specified in this paragraph) be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company will be required to make an offer to all Holders of the Notes and, to the extent required by the terms thereof, to all holders or lenders of Pari Passu Indebtedness (an "Asset Sale Offer") to purchase the maximum principal amount of the Notes and any such revolving credit facility (or effect a permanent reduction Pari Passu Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of purchase, in accordance with the procedures set forth in the availability under such revolving credit facility regardless Indenture or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate principal amount of the fact that no prepayment Notes and Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is required less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of the Notes surrendered by Holders thereof and other Pari Passu Indebtedness surrendered by holders or lenders thereof, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the trustee or other lender representative for the Pari Passu Indebtedness shall select the Pari Passu Indebtedness to be purchased on a pro rata basis, based on the aggregate principal amount thereof surrendered in order to do so (in which case no prepayment should such Asset Sale Offer. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be required)),reset at zero.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (ia) the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in accordance with the definition of such term, the results of which determination shall be set forth in an Officers’ Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (as determined in good faith by the Company); (iib) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided , provided, however, that the amount of: of (ai) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any guarantee thereof) that are assumed by the transferee of any such assets; assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability, (bii) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within 180 days by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); received in that conversion) and (ciii) any Designated Non-cash Cash Consideration received by the Company or any of its Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market valuevalue (determined in accordance with the definition of such term under Section 1.01, the results of which determination shall be set forth in an Officers’ Certificate delivered to the Trustee) taken together with all other Designated Non-cash Cash Consideration received pursuant to this clause (c) after December 14, 2010 covenant that is at that time outstanding, not to exceed the greater of $150 million €100,000,000 and 52% of the Company’s Consolidated Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon . Within 365 days after the consummation receipt of any Net Proceeds from an Asset Sale, the Company or any such Restricted Subsidiary may apply such Net Proceeds to (a) permanently repay the principal of any Indebtedness of the Company ranking in right of payment at least pari passu with the Notes or any Indebtedness of such Restricted Subsidiary (provided that if such Restricted Subsidiary is a Guarantor then such Indebtedness shall rank in right of payment at least pari passu with its Subsidiary Guarantee), (b) make capital expenditures in respect of Strategic Assets, or (c) acquire (including by way of a purchase of assets or a majority of the Voting Stock of a Person, by merger, by consolidation or otherwise) Strategic Assets, provided that if the Company or such Restricted Subsidiary enters into a binding agreement to acquire such Strategic Assets within such 365-day period, but the consummation of the transactions under such agreement has not occurred within such 365-day period and such agreement has not been terminated, then such 365-day period shall be extended by 90 days to permit such consummation. If such consummation shall not occur, or such agreement shall be terminated within such 90-day extension period, then the Company may apply, or cause such Restricted Subsidiary to apply, within 90 days after the end of such initial 90-day extension period or the effective date of such termination, whichever is earlier, such Net Cash Proceeds relating to as provided in clauses (a) through (c) of this paragraph. Pending the final application of any such Asset Sale within 545 days of receipt thereof either (A) to prepay Net Proceeds, the Company or any Secured Debt or Indebtedness of a such Restricted Subsidiary may temporarily reduce outstanding revolving credit borrowings, including borrowings under the Credit Facilities, or otherwise invest such Net Proceeds in any manner that is not a Guarantor andprohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in clauses (a) through (c) of this paragraph shall be deemed to constitute “Excess Proceeds.” Within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds €20,000,000, the Company shall commence an Asset Sale Offer pursuant to Section 3.09 hereof to purchase the maximum principal amount of Notes that may be purchased out of Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, to the date of purchase, in accordance with the case procedures set forth in Section 3.09 hereof; provided, however, that, if the Company is required to apply such Excess Proceeds to purchase, or to offer to purchase, any Pari Passu Indebtedness, the Company shall only be required to offer to purchase the maximum principal amount of Notes that may be purchased out of the amount of such Excess Proceeds multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding and the denominator of which is the aggregate principal amount of Notes outstanding plus the aggregate principal amount of Pari Passu Indebtedness outstanding. To the extent that the aggregate principal amount of Notes tendered pursuant to an Asset Sale Offer is less than the amount that the Company is required to purchase, the Company may use any remaining Excess Proceeds for general corporate purposes in any manner not prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by holders thereof exceeds the amount that the Company is required to purchase, the Trustee shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of €100,000, or integral multiples of €1,000 in excess thereof, shall be purchased). Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero. The Company shall not, and shall not permit any Restricted Subsidiary to, enter into or suffer to exist any agreement (other than any agreement governing the Company’s or any Restricted Subsidiary’s Credit Facilities) that would place any restriction of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in kind (other than pursuant to law or regulation) on the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless ability of the fact Company to make an Asset Sale Offer. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the purchase of Notes as a result of an Asset Sale Offer. To the extent that no prepayment is required in order the provisions of any securities laws or regulations conflict with the provisions relating to do so (in which case no prepayment should the Asset Sale Offer, the Company shall comply with the applicable securities laws and regulations and shall not be required)),deemed to have breached its obligations described above by virtue thereof.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, consummate an any Asset Sale unless (i) no Default exists or is continuing immediately prior to and after giving effect to the Asset Sale, and (ii) the Company or the applicable such Restricted Subsidiary, as the case may be, Subsidiary receives (A) consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets sold included in such Asset Sale, except that in the case of an Asset Sale of any Sale Property or otherwise disposed Surplus Property, the Company or such Restricted Subsidiary must receive consideration at least equal to 80% of the Appraised Value of the assets in such Asset Sale, (B) in the case of a lease of assets that constitutes an Asset Sale, a lease providing for rents or other consideration which are no less favorable to the Company or the Restricted Subsidiary than the prevailing market conditions as determined in good faith by a majority of the Company); members of the Board of Directors and (iiC) solely with respect to any in the case of an Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 millionCollateral (other than Oxford Stock), at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, proceeds from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) . If at any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or time any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations non-cash consideration received by the Company or any such Restricted Subsidiary from of the Company, as the case may be, in connection with any Asset Sale is repaid or converted into or sold or otherwise disposed of for cash (other than interest received with respect to any such transferee non-cash consideration), then the date of such repayment, conversion or disposition shall be deemed to constitute the date of an Asset Sale hereunder and, except as provided in Section 3.08, the Net Available Proceeds thereof shall be applied in accordance with this Section 4.10. If such Asset Sale is a sale of Collateral, then the Net Available Proceeds shall be applied in accordance with Section 3.08. If the Company or any Restricted Subsidiary engages in an Asset Sale in respect of any asset that are converted by is not Collateral or the proceeds or profits therefrom, except as provided in Section 3.08, the Company or such Restricted Subsidiary into cash within 180 shall, no later than 360 days following the consummation thereof, apply all or any of the receipt thereof Net Available Proceeds therefrom to: (to 1) make payments under the extent New Credit Agreement or redeem any other Senior Indebtedness; provided, however, that such payments or redemption result in a permanent reduction in commitments thereunder; (2) repay any Indebtedness which was secured by the assets sold in such Asset Sale; and/or (3) invest all or any part of the cash received); and (c) any Designated Non-cash Consideration received Net Available Proceeds thereof in the purchase of assets to be used by the Company or any of its Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at Permitted Business or the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation purchase of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of entity engaged in a Permitted Business that becomes a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),Subsidiary.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (ia) the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in accordance with the definition of such term, the results of which determination shall be set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (as determined in good faith by the Company); (iib) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided provided, however, that the amount of: of (ai) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any guarantee thereof) that are assumed by the transferee of any such assets; assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (bii) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within thirty Business Days by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; . Notwithstanding the foregoing, the Company need not comply with the preceding clause (b) in connection with any Asset Sale in exchange for a promissory note on a basis consistent with past practice so long as the aggregate outstanding amount of all such notes at any time outstanding does not exceed 5.0% of the book value of the Company's Productive Assets (as shown on the Company's most recent balance sheet, prepared on a consolidated basis in accordance with GAAP, less accumulated depreciation and (iiiamortization) upon immediately after giving effect to any such Asset Sale. Within 365 days after the consummation receipt of any Net Proceeds from an Asset Sale, the Company shall apply, or cause any such Restricted Subsidiary may apply such Net Proceeds to apply(a) permanently repay the principal of any Indebtedness of the Company ranking in right of payment at least pari passu with the Notes or (b) acquire (including by way of a purchase of assets or stock, merger, consolidation or otherwise) Productive Assets. Pending the final application of any such Net Proceeds, the Net Cash Proceeds relating to Company or any such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary may temporarily reduce outstanding revolving credit borrowings, including borrowings under the Credit Facilities, or otherwise invest such Net Proceeds in any manner that is not a Guarantor andprohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." Within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million (or the equivalent thereof in any other currency or currency unit), the Company shall commence an Asset Sale Offer pursuant to Section 3.09 hereof to purchase the maximum principal amount of Notes that may be purchased out of Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase, in accordance with the case procedures set forth in Section 3.09 hereof; provided, however, that, if the Company is required to apply such Excess Proceeds to purchase, or to offer to purchase, any Pari Passu Indebtedness, the Company shall only be required to offer to purchase the maximum principal amount of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless Notes that may be purchased out of the fact amount of such Excess Proceeds multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding and the denominator of which is the aggregate principal amount of Notes outstanding plus the aggregate principal amount of Pari Passu Indebtedness outstanding. To the extent that no prepayment the aggregate principal amount of Notes tendered pursuant to an Asset Sale Offer is less than the amount that the Company is required to purchase, the Company may use any remaining Excess Proceeds for general corporate purposes in order any manner not prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by holders thereof exceeds the amount that the Company is required to do purchase, the Trustee shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so (that only Notes in which case no prepayment should denominations of $1,000, or integral multiples thereof, shall be requiredpurchased)),. Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero.

Asset Sales. The Company shall notIf, and shall not permit solely at all times during the CSAG Period, any of its Restricted Subsidiaries to, consummate Loan Party consummates an Asset Sale unless (iother than an Asset Sale permitted by clauses (a) through (p) or by clause (s) of Section 8.05), and the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time Net Proceeds of such Asset Sale, when added to the Net Proceeds of all such Asset Sales by the Loan Parties consummated during the CSAG Period, in the aggregate, exceed Ten Million Dollars ($10,000,000), the Loan Parties shall, no later than five (5) Business Days after the actual receipt of the Net Proceeds of each such Asset Sale at least that results in such an excess, or an increase in such excess, prepay (or Cash Collateralize, as applicable) the Term Loans and the Revolving Loans in the manner set forth in clause (b)(v) below, in each case, in an aggregate amount equal to one-hundred percent (100.0%) of such excess, or such increase in such excess. Notwithstanding anything to the fair market value contrary in the foregoing, the Loan Parties shall not be required to make a prepayment pursuant to this clause (b)(ii): (A) with respect to the Net Proceeds of any Asset Sale that are not received during the assets sold or otherwise disposed of CSAG Period; and (as determined in good faith by the Company); (iiB) solely with respect to the Net Proceeds of any Asset Sale or series of related Asset Sales for that are received during the CSAG Period (each, a “Relevant Sale”), if the Loan Parties advise the Administrative Agent, in writing, within five (5) Business Days after the date on which the Company and its Restricted Subsidiaries receive aggregate consideration Net Proceeds from such Relevant Sale were received, that the Loan Parties intend to reinvest all, or any portion, of such Net Proceeds in excess of $50.0 millionProperty (other than current assets, at least 75% unless incidental to the Property being purchased or reinvestment being made) useful in the business of the consideration received by Loan Parties, solely to the Company or the Restricted Subsidiary, as the case may be, extent that such Net Proceeds are in fact so reinvested within three-hundred sixty (360) days from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheetRelevant Sale (and, such liabilities to the extent that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date any of such balance sheetNet Proceeds are not reinvested within such 360-day period, the Loan Parties shall promptly prepay (or Cash Collateralize, as determined by applicable), the CompanyTerm Loans and other Obligations in the amount, and in the manner, described in the first (1st) sentence of this clause (b)(ii)). If, solely at all times (I) during the Company or CSAG Period, and (II) after the occurrence of a Relevant Sale, and prior to the Loan Parties reinvesting any such Restricted Subsidiary applicable Net Proceeds in Property (other than liabilities that are by their terms subordinated current assets, unless incidental to the NotesProperty being purchased or reinvestment being made) that are assumed by useful in the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days business of the receipt thereof (to Loan Parties during the extent 360-day period provided in the preceding sentence, an Event of Default shall occur, then, upon the request of the cash receivedRequisite Lenders, the Loan Parties shall be required to prepay (or Cash Collateralize, as applicable); , within two (2) Business Days of the occurrence of such Event of Default, the Term Loans and other Obligations, in the amount, and in the manner, described in the first (c1st) any Designated Non-cash Consideration received by the Company or any sentence of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in valueb)(ii), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),.

Asset Sales. (a) The Company Borrower covenants and agrees with each Lender that, so long as the Agreement shall remain in effect (except contingent indemnification obligations) and until the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full, unless the Required Lenders shall otherwise consent in writing, the Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, consummate cause or make an Asset Sale Sale, unless (ix) the Company Borrower or the applicable any of its Restricted SubsidiarySubsidiaries, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (as determined in good faith by the Board of Directors of the Borrower) of the assets sold or otherwise disposed of and (as determined in good faith by the Company); (iiy) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company Borrower or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be is in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the CompanyBorrower’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company Borrower or any such Restricted Subsidiary of the Borrower (other than liabilities that are by their terms subordinated to the NotesLoan Obligations) that are assumed by the transferee of any such assets; assets and from which the Borrower or any Restricted Subsidiary are released in writing, (b) any securities, notes or other obligations or other securities or assets received by the Company Borrower or any such Restricted Subsidiary of the Borrower from such transferee that are converted by the Company Borrower or such Restricted Subsidiary of the Borrower into cash within 180 days of the receipt thereof (to the extent of the cash received); , and (c) any Designated Non-cash Consideration received by the Company Borrower or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market valueFair Market Value (as determined in good faith by the Board of Directors of the Borrower), taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 55.0% of Total Assets of the Borrower at the time of the receipt of such Designated Non-cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash Cash Equivalents for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),provision.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless unless: (i) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of (as determined in good faith by the Company)of; (ii) solely with respect if the fair market value exceeds $10.0 million, the fair market value is evidenced by a resolution of the Board of Directors of the Company set forth in an Officers' Certificate delivered to any the Trustee; (iii) if the fair market value exceeds $25.0 million, the fair market value is evidenced by an opinion as to the fairness of such Asset Sale or series from a financial point of related Asset Sales for which view to the Company or such Restricted Subsidiary issued by an accounting, appraisal or investment banking firm of national standing; and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, (iv) at least 75% of the consideration received in the Asset Sale by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of (A) cash or Cash Equivalents; provided that Equivalents or (B) Replacement Assets, or a combination of both. For purposes of this provision, each of the amount offollowing shall be deemed to be cash: (a1) any liabilities (liabilities, as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any Subsidiary Guarantee) that are assumed by the transferee of any such assetsassets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability, provided, however, that in the case of liabilities in respect of industrial revenue bonds of the Company, to the extent that the Company or such Restricted Subsidiary is required to remain as an obligor under such Indebtedness notwithstanding such novation agreement, then such liabilities shall be deemed to be cash for purposes of this provision if, in addition to such assumption, such transferee agrees to indemnify the Company or such Restricted Subsidiary from any and all liabilities under such Indebtedness pursuant to a customary indemnification agreement; and (b2) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (cash, to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that conversion. Within 360 days after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of any Net Proceeds from an Asset Sale, the Company shall applymay apply those Net Proceeds at its option: (a) to repay Senior Debt; (b) to acquire all or substantially all of the assets of, or cause a majority of the Voting Stock of, another Permitted Business; (c) to make a capital expenditure; or (d) to acquire other long-term assets that are used or useful in a Permitted Business. Pending the final application of any such Restricted Subsidiary to applyNet Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Cash Proceeds relating in any manner that is not prohibited by this Indenture. Any Net Proceeds from such Asset Sales that are not finally applied or invested as provided in the preceding paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall make an offer (an "Asset Sale Offer") to all Holders and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of the principal amount thereof plus accrued and unpaid interest and Special Interest, if any, to the date of purchase and shall be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use those Excess Proceeds for any purpose, including general corporate purposes, not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness tendered into such Asset Sale within 545 days Offer exceeds the amount of receipt thereof either Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis or on any other basis that the Trustee deems to be fair and appropriate. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Until such time as the Excess Proceeds from Asset Sales equal or exceed $25.0 million, the Company shall not be required to commence an Asset Sale Offer pursuant to this paragraph. Notwithstanding the foregoing, the Company shall not be required to make an Asset Sale Offer with Excess Proceeds, as provided above, if prior to the time that it would be required to make an Asset Sale Offer with such Excess Proceeds the Company has made an offer to purchase any and all Notes validly tendered with the Net Proceeds from such Asset Sales at a cash price equal to or higher than that required by an Asset Sale Offer (A) to prepay any Secured Debt or Indebtedness an "Alternate Asset Sale Offer"), and has purchased all Notes properly tendered in accordance with the terms of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),Alternate Asset Sale Offer.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (iincluding, in each case, by operation of our as a result of an LLC Division) unless: (1) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from such ) receives consideration at the time of the Asset Sale shall be at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and (2) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents; provided that . For purposes of this provision, each of the amount offollowing shall be deemed to be cash: (aA) any liabilities (liabilities, as shown on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet or in the footnotes theretothereto (or, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown reflected on the Company’s or such Restricted Subsidiary’s most recent consolidated balance sheet or in the footnotes thereto if such incurrence or accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Company) ), of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any Note Guarantee) that are assumed by the transferee of any such assetsassets and for which the Company or such Restricted Subsidiary has been released in writing; (bB) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 days of the receipt thereof (thereof, to the extent of the cash received)or Cash Equivalents received in that conversion; (C) any stock or assets of the kind referred to in clauses (2) or (4) of the following paragraph of this Section 4.10; and (cD) any Designated Non-cash Consideration received by the Company or any of its such Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market valuevalue (as determined in good faith by the Company), taken together with all other Designated Non-cash Consideration received pursuant to this clause (cD) after December 14, 2010 that is at that time outstandingoutstanding (but, to the extent that any such Designated Non-cash Consideration is sold or otherwise liquidated for cash, minus the lesser of (i) the amount of the cash received (less the cost of the disposition, if any) and (ii) the initial amount of such Designated Non-cash Consideration) not to exceed the greater of (x) $150 50.0 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (by) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),4.0

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors of the Company or such Subsidiary) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of (a) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability, and (b) any securities, notes or other obligations received by the Company or such Restricted Subsidiary from such transferee that are immediately converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received), within 90 days following the closing of such Asset Sale, shall be considered cash for purposes of this clause (ii). Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraph if (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or other property sold, issued or otherwise disposed of (as determined in good faith evidenced by a resolution of the Company); 's Board of Directors set forth in an Officers' Certificate delivered to the Trustee) and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from for such Asset Sale shall be constitutes a controlling interest in the form of a Permitted Business, long-term assets used or useful in a Permitted Business and/or cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s cash or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration Cash Equivalents received by the Company or any of its Restricted Subsidiaries in such connection with any Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant permitted to be consummated under this clause (c) after December 14, 2010 that is at that time outstanding, not paragraph shall constitute Net Proceeds subject to exceed the greater provisions of $150 million and 5% of Total Assets at the time next succeeding paragraph. Within 365 days of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of any Net Proceeds from an Asset Sale, the Company shall applymay apply such Net Proceeds, or cause such Restricted Subsidiary to applyat its option, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (Ai) to prepay any Secured repay Senior Debt or Indebtedness of under a Restricted Subsidiary that is not a Guarantor and, Credit Facility (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings), (ii) to the acquisition of a controlling interest in a Permitted Business, or (iii) to the making of a capital expenditure or the acquisition of other long-term assets, in each case, used or useful in a Permitted Business. Pending the final application of any such Indebtedness under Net Proceeds, the Company may temporarily reduce Senior Debt or otherwise invest such Net Proceeds in any revolving credit facility, effect a corresponding reduction manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the availability under first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),other pari passu Indebtedness with the

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by the Company); (ii) solely with respect to Effect any Asset Sale except that the following shall be permitted: (a) disposition of used, worn out, obsolete or series surplus property by any Company in the ordinary course of related business and the abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of the Designated Company, no longer economically practicable to maintain or useful in the conduct of the business of the Companies taken as a whole; (b) so long as no Default is then continuing or would result therefrom, any other Asset Sales Sale (other than the Equity Interests of any Wholly Owned Subsidiary that is a Restricted Subsidiary unless, after giving effect to any such Asset Sale, such person either ceases to be a Restricted Subsidiary or, in the case of an Excluded Guarantor Subsidiary, becomes a Joint Venture Subsidiary) for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 millionfair market value, with at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from for all 174 1120544.02G-CHISR02A - MSW such Asset Sale Sales or related Asset Sales in which the consideration received exceeds $50,000,000 payable in cash upon such sale (provided, however, that for the purposes of this clause (b), the following shall be in the form of cash or Cash Equivalents; provided that the amount ofdeemed to be cash: (ai) any liabilities (as shown on the Designated Company’s or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto, or if incurred or accrued subsequent to ) of the date of such balance sheet, such liabilities that would have been shown on the Company’s Designated Company or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) payment in cash of the Obligations, that are assumed by the transferee with respect to the applicable Asset Sale and for which Holdings, the Designated Company and all of any such assets; its Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (bii) any securities, notes or other obligations securities received by the Designated Company or any such the applicable Restricted Subsidiary from such transferee that are converted by the Designated Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); ) within 180 days following the closing of the applicable Asset Sale, and (ciii) any Designated Nonaggregate non-cash Consideration consideration received by the Designated Company or any of its the applicable Restricted Subsidiaries in such Asset Sale Subsidiary having an aggregate fair market valuevalue (determined as of the closing of the applicable Asset Sale for which such non-cash consideration is received) not to exceed $75,000,000 at any time (net of any non-cash consideration converted into cash)); (c) leases, taken together subleases or licenses of the properties of any Company in the ordinary course of business and which do not, individually or in the aggregate, interfere in any material respect with all the ordinary conduct of the business of any Company; (d) mergers and consolidations, and liquidations and dissolutions in compliance with Section 6.05; (e) sales, transfers and other Designated dispositions of Receivables for the fair market value thereof in connection with a Permitted Factoring Facility; provided that no Default shall be outstanding after giving effect thereto and (A) with respect to any such sale, transfer or disposition of Receivables incurred by a Company that is organized in a Principal Jurisdiction, such transaction is a Permitted German Alternative Financing, Permitted Customer Account Financing or Permitted Novelis Switzerland Financing, (B) with respect to any such sale, transfer of disposition of Receivables incurred by a Company that is organized in a Non-cash Consideration received Principal Jurisdiction, the sum of (w) the aggregate outstanding principal amount of the Indebtedness of all Securitization Entities that are organized in a Non-Principal Jurisdiction under all Qualified Securitization Transactions under Section 6.01(e), plus (x) the aggregate amount of Indebtedness incurred by a Subsidiary that is organized in a Non-Principal Jurisdiction then outstanding under Section 6.01(m), plus (y) the aggregate book value at the time of determination of the then outstanding Receivables of a Company that is organized in a Non-Principal Jurisdiction subject to a Permitted Factoring Facility pursuant to this clause Section 6.06(e) at such time, plus (cz) after December 14, 2010 the aggregate consideration received by a Company that is at that time outstandingorganized in a Non-Principal Jurisdiction for Asset Sales permitted under Section 6.06(r) (net of amounts paid by such Company to repurchase the Inventory subject to such Asset Sales) (but in each case excluding any Permitted German Alternative Financing, Permitted Novelis Switzerland Financing and any Permitted Customer Account Financing), shall not to exceed the greater of $150 million and 5(x) 15% of Total Consolidated Net Tangible Assets and (y) $750,000,000, and (C) with respect to any such sale, transfer or disposition of Receivables incurred by a Company that is organized in a Non-Loan Party 175 1120544.02G-CHISR02A - MSW Jurisdiction, the sum of (w) the aggregate outstanding principal amount of the Indebtedness of all Securitization Entities that are organized in a Non-Loan Party Jurisdiction under all Qualified Securitization Transactions under Section 6.01(e), plus (x) the aggregate amount of Indebtedness incurred by a Subsidiary that is organized in a Non-Loan Party Jurisdiction then outstanding under Section 6.01(m), plus (y) the aggregate book value at the time of determination of the receipt then outstanding Receivables of such Designated a Company that is organized in a Non-Loan Party Jurisdiction subject to a Permitted Factoring Facility pursuant to this Section 6.06(e) at such time, plus (z) the aggregate consideration received by a Company that is organized in a Non-Loan Party Jurisdiction for Asset Sales permitted under Section 6.06(r) (net of amounts paid by such Company to repurchase the Inventory subject to such Asset Sales) (but in each case excluding any Permitted German Alternative Financing, any Permitted Novelis Switzerland Financing and any Permitted Customer Account Financing), shall not exceed the greater of (x) 15% of Consolidated Net Tangible Assets and (y) $750,000,000; (f) the sale or disposition of cash Consideration and Cash Equivalents in connection with a transaction otherwise permitted under the terms of this Agreement; (g) assignments and licenses of Intellectual Property of any Loan Party and its Subsidiaries in the ordinary course of business and which do not, individually or in the aggregate, interfere in any material respect with the ordinary conduct of the business of any Company; (h) Asset Sales (i) by and among Unrestricted Grantors (other than Holdings), (ii) by any Restricted Grantor to any other Restricted Grantor, (iii) by any Restricted Grantor to any Unrestricted Grantor so long as the consideration paid by the Unrestricted Grantor in such Asset Sale does not exceed the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a)property transferred, (biv) by (x) any Unrestricted Grantor to any Restricted Grantor for fair market value and (cy) above, be deemed by any Loan Party to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, Loan Party for fair market value provided that the fair market value of such Asset Sales under this clause (iv) does not exceed the greater of (1) $200,000,000 and (2) 4% of Consolidated Net Tangible Assets in the case aggregate for all such Asset Sales since the Effective Date, (v) by any Company that is not a Loan Party to any Loan Party so long as the consideration paid by the Loan Party in such Asset Sale does not exceed the fair market value of any the property transferred, and (vi) by and among Companies that are not Loan Parties; provided that no Default is then continuing or would result therefrom; (i) the Companies may consummate Asset Swaps so long as (x) each such Indebtedness under any revolving credit facilitysale is in an arm’s-length transaction and the applicable Company receives at least fair market value consideration (as determined in good faith by such Company), effect a corresponding reduction and (y) the aggregate fair market value of all assets sold pursuant to this clause (i) shall not exceed the greater of (1) 2% of Consolidated Net Tangible Assets and (2) $100,000,000 in the availability under such revolving credit facility (or effect a permanent reduction aggregate since the Effective Date; provided that so long as the assets acquired by any Company pursuant to the respective Asset Swap are located in the availability under same country as the assets sold by such revolving credit facility regardless of the fact that no prepayment is required in order Company, such aggregate cap will not apply to do so (in which case no prepayment should be required)),such Asset Swap; 176 1120544.02G-CHISR02A - MSW

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate engage in an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or otherwise disposed of (as determined in good faith by a resolution of the Company); Board of Directors set forth in an Officers' Certificate delivered to the Trustee, which determination shall be conclusive evidence of compliance with this provision) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 7585% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, Subsidiary from such Asset Sale shall be is in the form of cash or cash, Cash Equivalents, properties and capital assets to be used by the Company or any Restricted Subsidiary in the Oil and Gas Business or oil and gas properties owned or held by another Person which are to be used in the Oil and Gas Business of the Company or its Restricted Subsidiaries, or any combination thereof (collectively the "cash consideration"); provided PROVIDED that the amount of: of (ax) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesSecurities or any guarantee thereof) that are assumed by the transferee of any such assets; assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (by) any securities, notes or other obligations non-cash consideration received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof closing such Asset Sale, shall be deemed to be cash for purposes of this provision (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by PROVIDED, HOWEVER, that the Company or any of and its Restricted Subsidiaries in such may make Asset Sale having an aggregate Sales with a fair market valuevalue not exceeding $10 million in the aggregate in each fiscal year free from any of the restrictions, taken together with all requirements or other Designated Non-cash Consideration received pursuant to provisions set forth in this clause (c) Section 4.10. Within 360 days after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of any Net Proceeds from an Asset Sale, the Company shall applymay apply such Net Proceeds, at its option, in any order or cause combination, (a) to reduce Senior Debt or Guarantor Senior Debt, (b) to make Permitted Investments, (c) to make investments in interests in other Oil and Gas Businesses or (d) to make capital expenditures in respect of the Company's or its Restricted Subsidiaries' Oil and Gas Business or to purchase long-term assets that are used or useful in the Oil and Gas Business. Pending the final application of any such Restricted Subsidiary to applyNet Proceeds, the Company may temporarily reduce Senior Debt that is revolving debt or otherwise invest such Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay in any Secured Debt or Indebtedness of a Restricted Subsidiary manner that is not a Guarantor andprohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied as provided in the first sentence of this paragraph shall (after the expiration of the periods specified in this paragraph) be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15 million, the Company shall make an Asset Sale Offer to purchase the maximum principal amount of Securities and any other Pari Passu Indebtedness to which the Asset Sale Offer applies that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to, in the case of the Securities, 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of purchase or, in the case of any such Indebtedness under any revolving credit facilityother Pari Passu Indebtedness, effect a corresponding reduction in 100% of the availability under such revolving credit facility principal amount thereof (or effect a permanent reduction with respect to discount Pari Passu Indebtedness, the accrued value thereof) on the date of purchase, in each case, in accordance with the availability under such revolving credit facility regardless procedures set forth in Section 3.9 hereof or the agreements governing Pari Passu Indebtedness, as applicable. To the extent that the aggregate principal amount (or accreted value, as the case may be) of the fact that no prepayment Securities and Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is required less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the sum of (i) the aggregate principal amount of Securities surrendered by Holders thereof, and (ii) the aggregate principal amount or accreted value, as the case may be, of other Pari Passu Indebtedness surrendered by holders or lenders thereof, exceeds the amount of Excess Proceeds, the Trustee and the trustee or other lender representatives for the Pari Passu Indebtedness shall select the Securities and other Pari Passu Indebtedness to be purchased on a pro rata basis, based on the aggregate principal amount (or accreted value, as applicable) thereof surrendered in order to do so (in which case no prepayment should such Asset Sale Offer. Upon completion of such Asset Sale Offer, Excess Proceeds shall be required)),reset at zero.

Asset Sales. The Company Issuers shall not, and shall not permit any of its their Restricted Subsidiaries to, consummate engage in an Asset Sale unless (i) the Company Issuers or the applicable Restricted Subsidiary, as the case may be, receives (a) consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of or (as determined b) in good faith by the Company); (ii) solely with respect case of a lease of assets, a lease providing for rent and other consideration which are no less favorable to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from than the then prevailing market conditions (in the case of either (a) or (b), evidenced by a resolution of the Management Committee set forth in an Officers' Certificate delivered to the Trustee) and (ii) at least 75% of the consideration therefor received by the Issuers or such Asset Sale shall be Restricted Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of: of (ax) any liabilities (as shown on the Company’s Issuers' or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company Issuers or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; assets pursuant to a customary novation agreement that releases the Issuers or such Restricted Subsidiary from further liability and (by) any securities, notes or other obligations received by the Company Issuers or any such Restricted Subsidiary from such transferee that are promptly (but in any event, within 30 days) converted by the Company Issuers or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10provision; and (iii) upon provided, further, that contingent liabilities that are assumed by the consummation transferee of any such assets shall not be deemed to be the receipt of consideration if such contingent liabilities are not shown as liabilities on the Issuers' or such Restricted Subsidiary's most recent balance sheet. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company shall apply, or cause Issuers may apply such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (Aa) to prepay any Secured permanently reduce Senior Debt of the Issuers or long-term Indebtedness of a Restricted Subsidiary of the Company (and, in either case, to correspondingly reduce commitments with respect thereto) or (b) to an Investment in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in accordance with the provisions of this Indenture. Pending the final application of any such Net Proceeds, the Issuers may temporarily reduce Senior Debt or otherwise invest such Net Proceeds in any manner that is not a Guarantor andprohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds accumulated since May 23, 1996 exceeds $5.0 million, the Issuers shall be required to make an offer to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the case procedures set forth in Section 3.09 of this Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes (subject to the restrictions of this Indenture). If the aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of such Indebtedness under any revolving credit facilityoffer to purchase, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless amount of the fact that no prepayment is required in order to do so (in which case no prepayment should Excess Proceeds shall be required)),reset at zero.

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

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i1) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of of, (as 2) such fair market value is determined in good faith by the Company); 's Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee, and (ii3) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided that . For purposes of this Section 4.10, each of the amount offollowing shall be deemed to be cash: (a) any Indebtedness or other liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes theretosheet), or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and Indebtedness that are is by their its terms subordinated to the Notes) that are assumed by the transferee of any such assetsassets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability; and (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are (subject to ordinary settlement periods) converted within 60 days of the applicable Asset Sale by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof or Cash Equivalents (to the extent of the cash receivedreceived in that conversion); . In the event and to the extent that the Net Proceeds received by the Company or any of its Restricted Subsidiaries from one or more Asset Sales occurring on or after the Closing Date in any period of 12 consecutive months exceed 10% of Consolidated Tangible Assets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet has been provided to the Trustee pursuant to Section 4.03 hereof), then the Company or the applicable Restricted Subsidiary may apply such Net Proceeds, within 365 days after the date on which the Net Proceeds so received exceed 10% of Consolidated Tangible Assets (1) to reduce Indebtedness under a Credit Facility, (2) to reduce other Indebtedness of any of the Company's Restricted Subsidiaries, (3) to acquire all or substantially all of the assets of a Telecommunications Business, (4) to the acquisition of Voting Stock of a Person primarily engaged in a Telecommunications Business from a Person that is not a Subsidiary of the Company, provided, that, after giving effect thereto, the Person whose Voting Stock was so acquired becomes a Restricted Subsidiary of the Company, (5) to make a capital expenditure, or (6) to acquire other long-term assets that are used or useful in a Telecommunications Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Issuers shall make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of principal amount plus accrued and unpaid interest and Special Interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in this Indenture and such other senior Indebtedness of the Company. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. Notwithstanding the three immediately proceeding paragraphs, the Company and its Restricted Subsidiaries shall be permitted to consummate an Asset Sale without complying with such paragraphs to the extent that (1) at least 75% of the consideration received by the Company and its Restricted Subsidiaries in such Asset Sale consists of cash, assets that would qualify under sections (3) through (6) of the second preceding paragraph, or any combination of any of the foregoing and (c2) such Asset Sale is for Fair Market Value; provided that any Designated Non-cash Consideration such consideration received by the Company or any of its Restricted Subsidiaries that constitutes an Investment is made in compliance with Section 4.07 hereof and any Net Cash Proceeds received by the Company or any of its Restricted Subsidiaries in connection with any such Asset Sale having an aggregate fair market value, taken together are applied in accordance with all the immediately preceding paragraph. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other Designated Non-cash Consideration received securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each purchase of Notes pursuant to this clause (c) after December 14, 2010 an Asset Sale Offer. To the extent that is at that time outstanding, not to exceed the greater provisions of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (any securities laws or regulations conflict with the fair market value Asset Sales provisions of each item of Designated Non-cash Consideration being measured at this Indenture, the time received Issuers shall comply with the applicable securities laws and without giving effect to subsequent changes in value), shall, in each of (a), (b) regulations and (c) above, shall not be deemed to be cash for the purposes have breached its obligations under Section 4.10 hereof by virtue of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),conflict.

Asset Sales. The Company shall notIf, and shall not permit solely at all times during the CSAG Period, any of its Restricted Subsidiaries to, consummate Loan Party consummates an Asset Sale unless (iother than an Asset Sale permitted by clauses (a) through (p) or by clause (s) of Section 8.05), and the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time Net Proceeds of such Asset Sale, when added to the Net Proceeds of all such Asset Sales by the Loan Parties consummated during the CSAG Period, in the aggregate, exceed Ten Million Dollars ($10,000,000), the Loan Parties shall, no later than five (5) Business Days after the actual receipt of the Net Proceeds of each such Asset Sale at least that results in such an excess, or an increase in such excess, prepay (or Cash Collateralize, as applicable) the Term Loans and the Revolving Loans in the manner set forth in clause (b)(vvii) below, in each case, in an aggregate amount equal to one-hundred percent (100.0%) of such excess, or such increase in such excess. Notwithstanding anything to the fair market value contrary in the foregoing, the Loan Parties shall not be required to make a prepayment pursuant to this clause (b)(ii): (A) with respect to the Net Proceeds of any Asset Sale that are not received during the assets sold or otherwise disposed of CSAG Period; and (as determined in good faith by the Company); (iiB) solely with respect to the Net Proceeds of any Asset Sale or series of related Asset Sales for that are received during the CSAG Period (each, a “Relevant Sale”), if the Loan Parties advise the Administrative Agent, in writing, within five (5) Business Days after the date on which the Company and its Restricted Subsidiaries receive aggregate consideration Net Proceeds from such Relevant Sale were received, that the Loan Parties intend to reinvest all, or any portion, of such Net Proceeds in excess of $50.0 millionProperty (other than current assets, at least 75% unless incidental to the Property being purchased or reinvestment being made) useful in the business of the consideration received by Loan Parties, solely to the Company or the Restricted Subsidiary, as the case may be, extent that such Net Proceeds are in fact so reinvested within three-hundred sixty (360) days from such Asset Sale shall be in the form of cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheetRelevant Sale (and, such liabilities to the extent that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date any of such balance sheetNet Proceeds are not reinvested within such 360-day period, the Loan Parties shall promptly prepay (or Cash Collateralize, as determined by applicable), the CompanyTerm Loans and other Obligations in the amount, and in the manner, described in the first (1st) sentence of this clause (b)(ii)). If, solely at all times (I) during the Company or CSAG Period, and (II) after the occurrence of a Relevant Sale, and prior to the Loan Parties reinvesting any such Restricted Subsidiary applicable Net Proceeds in Property (other than liabilities that are by their terms subordinated current assets, unless incidental to the NotesProperty being purchased or reinvestment being made) that are assumed by useful in the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days business of the receipt thereof (to Loan Parties during the extent 360-day period provided in the preceding sentence, an Event of Default shall occur, then, upon the request of the cash receivedRequisite Lenders, the Loan Parties shall be required to prepay (or Cash Collateralize, as applicable); , within two (2) Business Days of the occurrence of such Event of Default, the Term Loans and other Obligations, in the amount, and in the manner, described in the first (c1st) any Designated Non-cash Consideration received by the Company or any sentence of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in valueb)(ii), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),.

Asset Sales. The Company (a) No Indenture Obligor shall, nor shall not, and shall not it permit any of its Restricted Obligor Subsidiaries to, consummate an make any Asset Sale (other than to another Indenture Obligor or such other Subsidiary) unless (i) the Company such Indenture Obligor or the applicable Restricted Subsidiary, as the case may be, such Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value of the assets sold or otherwise disposed of (as determined in good faith by the Company); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company of, and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 7585% of the consideration received by the Company such Indenture Obligor or the Restricted Subsidiary, as the case may be, such Subsidiary from such Asset Sale shall be is in the form of cash (in Dollars) and no portion thereof shall consist of inventory or Cash Equivalentsaccounts receivable or other property that would become subject to a Lien held by any other creditor of such Indenture Obligor or of any such Subsidiary other than the New Tranche B Notes Holders or the Holders of the Securities; provided provided, however, that the amount of: (a) of any liabilities (as shown on the Company’s cash equivalent or note or other obligation received by such Indenture Obligor or such Restricted Subsidiary’s most recent balance sheet or Subsidiary from the transferee in the footnotes thereto, or if incurred or accrued subsequent to the date of any such balance sheet, transaction that is converted within 45 days by such liabilities that would have been shown on the Company’s Indenture Obligor or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed upon such conversion to be cash for the purposes of this provision or for purposes provision; (ii) to the extent such Asset Sale involves Collateral, (x) the consent of the second paragraph Holders of this Section 4.10a majority of the aggregate principal amount of the Securities then Outstanding shall be obtained prior to the consummation of such sale, and (y) PCI or the Company shall cause the aggregate cash proceeds received by such Indenture Obligor or such Subsidiary in respect of such Asset Sale which are allocated to the Collateral, net of the items set forth in clauses (i) through (iii) of the definition of Net Proceeds (the "Collateral Proceeds"), to be deposited with the Collateral Agent in the Intercreditor Collateral Account as and when received by such Indenture Obligor or any such Subsidiary for application in accordance with the Common Security and Intercreditor Agreement; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to received by such Indenture Obligor or such Subsidiary from any Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, are applied in accordance with the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),following paragraphs.

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (ia) the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in accordance with the definition of such term, the results of which determination shall be set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (as determined in good faith by the Company); (iib) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company or the such Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided provided, however, that the amount of: of (ai) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the NotesNotes or any guarantee thereof) that are assumed by the transferee of any such assets; assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability and (bii) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted within ten Business Days by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, shall be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon . Within 365 days after the consummation receipt of any Net Proceeds from an Asset Sale, the Company shall apply, or cause any such Restricted Subsidiary may apply such Net Proceeds to apply(a) permanently repay the principal of any Indebtedness of the Company ranking in right of payment at least pari passu with the Notes or any Indebtedness of Xxxxxxx or (b) to acquire (including by way of a purchase of assets or stock, merger, consolidation or otherwise) Productive Assets. Pending the final application of any such Net Proceeds, the Net Cash Proceeds relating to Company or any such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary may temporarily reduce outstanding revolving credit borrowings, including borrowings under the Credit Facility, or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." Within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $5.0 million (or the equivalent thereof in any other currency or currency unit), the Company shall commence a Guarantor andan Asset Sale Offer pursuant to Section 3.09 hereof to purchase the maximum principal amount of Notes that may be purchased out of Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase, in accordance with the case procedures set forth in Section 3.09 hereof; provided, however, that, if the Company is required to apply such Excess Proceeds to repurchase, or to offer to repurchase, any Pari Passu Indebtedness, the Company shall only be required to offer to repurchase the maximum principal amount of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless Notes that may be purchased out of the fact amount of such Excess Proceeds multiplied by a fraction, the numerator of which is the aggregate principal amount of Notes outstanding and the denominator of which is the aggregate principal amount of Notes outstanding plus the aggregate principal amount of Pari Passu Indebtedness outstanding. To the extent that no prepayment the aggregate principal amount of Notes tendered pursuant to an Asset Sale Offer is less than the amount that the Company is required to repurchase, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by holders thereof exceeds the amount that the Company is required to repurchase, the Trustee shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in order denominations of $1,000, or integral multiples thereof, shall be purchased). Upon completion of such offer to do so (in which case no prepayment should purchase, the amount of Excess Proceeds shall be required)),reset at zero.

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

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

Asset Sales. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Board of Directors of the Company or such Subsidiary) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents; provided that the amount of (a) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet) of the Company or such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Restricted Subsidiary from further liability, and (b) any securities, notes or other obligations received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Sale, shall be considered cash for purposes of this clause (ii). Notwithstanding the immediately preceding paragraph, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraph if (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or other property sold, issued or otherwise disposed of (as determined in good faith evidenced by a resolution of the Company); 's Board of Directors set forth in an Officers' Certificate delivered to the Trustee) and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the Restricted Subsidiary, as the case may be, from for such Asset Sale shall be constitutes a controlling interest in the form of a Permitted Business, long-term assets used or useful in a Permitted Business and/or cash or Cash Equivalents; provided that the amount of: (a) any liabilities (as shown on the Company’s cash or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes) that are assumed by the transferee of any such assets; (b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof (to the extent of the cash received); and (c) any Designated Non-cash Consideration Cash Equivalents received by the Company or any of its Restricted Subsidiaries in such connection with any Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant permitted to be consummated under this clause (c) after December 14, 2010 that is at that time outstanding, not paragraph shall constitute Net Proceeds subject to exceed the greater provisions of $150 million and 5% of Total Assets at the time next succeeding paragraph. Within 365 days of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of any Net Proceeds from an Asset Sale, the Company shall applymay apply such Net Proceeds, or cause such Restricted Subsidiary to applyat its option, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (Ai) to prepay any Secured repay Senior Debt or Indebtedness of under a Restricted Subsidiary that is not a Guarantor and, Credit Facility (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings), (ii) to the acquisition of a controlling interest in a Permitted Business, or (iii) to the making of a capital expenditure or the acquisition of other long-term assets used or useful in a Permitted Business. Pending the final application of any such Indebtedness under Net Proceeds, the Company may temporarily reduce Senior Debt or otherwise invest such Net Proceeds in any revolving credit facility, effect a corresponding reduction manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the availability under first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall be required to make an offer to all Holders of Notes and all holders of other pari passu Indebtedness containing provisions similar to those set forth in this Indenture 38 46 with respect to offers to purchase or redeem such revolving credit facility other pari passu Indebtedness with the proceeds of sales of assets (or effect a permanent reduction in an "Asset Sale Offer") to purchase the availability under maximum principal amount of Notes and such revolving credit facility regardless other pari passu Indebtedness that may be purchased out of the fact Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in this Indenture and in such other pari passu Indebtedness. To the extent that no prepayment the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is required in order less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to do so (in which case no prepayment should be required)),purchased on a pro rata basis. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, to consummate an Asset Sale unless (i) no Default or Event of Default exists or is continuing immediately prior to or after giving effect to such Asset Sale; (ii) the Company (or the applicable Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (as determined in good faith by the Company); (iiiii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 7580% of the consideration therefor received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of cash or Cash Equivalents; provided that each of (x) the amount of: (a) of any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet or in the footnotes notes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesNotes or any Guarantee thereof) that are assumed by the transferee of any such assets; , (by) the amount of any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are immediately converted by the Company or such Restricted Subsidiary into cash or as to which the Company or such Subsidiary has received at or prior to the consummation of the Asset Sale a commitment from a nationally recognized investment, merchant or commercial bank to convert into cash within 180 90 days of the receipt thereof consummation of such Asset Sale unless not actually converted into cash within such 90-day period (to the extent of the cash received); received or receivable pursuant to any such commitment) and (cz) an amount equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an Officers' Certificate delivered to the Trustee) of operating assets to be used or useful in any Designated Non-cash Consideration business in which the Company or any Subsidiary is permitted to engage pursuant to Section 4.13 hereof with respect to which the Trustee has received a first priority fully perfected security interest (subject to Permitted Liens and except to the extent not required pursuant to Section 10.01(c) hereof) will be deemed to be Cash Equivalents for purposes of this provision. For purposes of the following paragraph and clause (iii) of this paragraph, an Event of Loss suffered by the Company or any of its Restricted Subsidiaries in such shall constitute an Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of an Asset Sale, the Company shall apply, or cause such Restricted Subsidiary will be required to apply, apply the Net Cash Proceeds relating to from such Asset Sale within 545 days Event of receipt thereof either (A) to prepay any Secured Debt or Indebtedness of a Restricted Subsidiary that is not a Guarantor and, in the case of any such Indebtedness under any revolving credit facility, effect a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order to do so (in which case no prepayment should be required)),Loss as set forth below.

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

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

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

Asset Sales. The Each of the Company shall not, and any Restricted Subsidiary shall not permit consummate an Asset Sale, except the Company and any Restricted Subsidiary may dispose any of its Restricted Subsidiaries toassets or property, consummate an so long as (w) a new Borrowing Base Certificate is delivered substantially concurrently with the closing of any Significant Asset Sale, (x) no Event of Default has occurred and is continuing, or would result therefrom, on the date that the definitive documentation with respect to such Asset Sale unless is executed, (iy) each such sale the Company or the applicable such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value Fair Market Value (such Fair Market Value to be determined by the Company at the time the Company or such Restricted Subsidiary contractually agrees to such Asset Sale) of the assets sold or otherwise disposed of and (as determined z) except in good faith by the Companycase of a Permitted Asset Swap (subject to the next paragraph); (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration received by the Company or the such Restricted Subsidiary, as the case may beon a per transaction basis, from such Asset Sale shall be in the form of cash or Investment Cash Equivalents (taking into account the amount of Investment Cash Equivalents, the principal amount of any promissory notes and the Fair Market Value, as determined by the Company, in good faith, of any other consideration) and is paid at the time of the closing of such disposition; provided provided, however, that for purposes of this clause (z), the amount offollowing shall be deemed to be Investment Cash Equivalents: (aA) any liabilities (as shown on the Company’s 's or such Restricted Subsidiary’s 's most recent balance sheet provided hereunder or in the footnotes thereto, or or, if incurred or accrued increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s 's or such Restricted Subsidiary’s 's balance sheet or in the footnotes thereto if such incurrence or accrual increase had taken place on or prior to the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary (other than liabilities that are by their terms subordinated to the NotesObligations) that are assumed by the transferee of any such assets; with respect to the applicable disposition and for which the Company and the Restricted Subsidiaries shall have been validly released by all applicable creditors or indemnified in writing, (bB) any securities, notes or other obligations or assets received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days of the receipt thereof Investment Cash Equivalents (to the extent of the cash received); Investment Cash Equivalents received in the conversion) within 180 days following the closing of the applicable Asset Sale, and (cC) any Designated Non-cash Cash Consideration received by the Company or any of its Restricted Subsidiaries Subsidiary in such Asset Sale having an aggregate fair market valueFair Market Value, taken together with all other Designated Non-cash Cash Consideration received pursuant to this clause (c) after December 14, 2010 that is at that time outstandingy), not to exceed exceed, as of the date of receipt (and taking into account all other Designated Non-Cash Consideration received under this clause (y) and then outstanding on such date), the greater of (A) $150 million 25,000,000 and 5(B) 2.004.0% of Consolidated Total Assets at Assets, measured on the time date of receipt of such Designated Non-Cash Consideration based upon the Section 8.01 Financials most recently delivered on or prior to the date of the receipt of such Designated Non-cash Cash Consideration (with the fair market value Fair Market Value of each item of Designated Non-cash Cash Consideration being measured at the time received and without giving effect to subsequent changes in value). The Permitted Asset Swaps referenced in clause (z) of the preceding paragraph shall only be permitted under this Agreement, shall, and be exempted from the 75% Investment Cash Equivalents consideration requirement in each of such clause (az), (b) and (c) above, be deemed only if an updated Borrowing Base Certificate is delivered to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon Administrative Agent concurrently with the consummation of an such Permitted Asset SaleSwap, which adjusts the Company shall apply, or cause such Restricted Subsidiary most recent Borrowing Base Certificate delivered to apply, the Net Cash Proceeds relating Administrative Agent pursuant to Section 8.158.12(a) as necessary to reflect the impact of any Permitted Asset Swap of Eligible Fee-Owned Real PropertyEstate and/or Eligible Equipment that was part of the Borrowing Base immediately prior to such Permitted Asset Sale within 545 days Swap. For the avoidance of receipt thereof either (A) to prepay any Secured Debt or Indebtedness doubt, no new Eligible Fee-Owned Real PropertyEstate and/or Eligible Equipment received in exchange for existing Eligible Fee-Owned Real PropertyEstate and/or Eligible Equipment of a Restricted Subsidiary that is not a Guarantor and, the Credit Parties will be included in the case of any such Indebtedness under any revolving credit facility, effect Borrowing Base unless and until a corresponding reduction in the availability under such revolving credit facility (or effect a permanent reduction in the availability under such revolving credit facility regardless of the fact that no prepayment is required in order Fixed Asset Reappraisal Event occurs pursuant to do so (in which case no prepayment should be requiredSection 8.02(d)),.

Asset Sales. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless (i) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such the Asset Sale at least equal to the fair market value (which, in the case of the assets sold or otherwise disposed of (as an Asset Sale for consideration exceeding $30,000,000, shall be determined in good faith by the Company); 's Board of Directors) of the assets or Equity Interests issued or sold or otherwise disposed of and (ii) solely with respect to any Asset Sale or series of related Asset Sales for which the Company and its Restricted Subsidiaries receive aggregate consideration in excess of $50.0 million, at least 75% of the consideration therefor received by the Company or the Restricted Subsidiary, as the case may be, from such Asset Sale shall be Subsidiary is in the form of of, or any combination of, (A) cash or Cash Equivalents; provided that , (B) the amount of: (a) assumption of any liabilities (as shown on the Company’s 's or such the Restricted Subsidiary’s 's most recent balance sheet or in the footnotes thereto, or if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Restricted Subsidiary’s balance sheet or the footnotes thereto if such incurrence or accrual had taken place on the date of such balance sheet, as determined by the Company) of the Company or any such Restricted Subsidiary of the Company (other than liabilities that are by their terms subordinated to the NotesNotes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets; assets pursuant to a customary novation agreement that releases the Company or the Restricted Subsidiary from further liability, (bC) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such the Restricted Subsidiary into cash or Cash Equivalents within 180 60 days of the following their receipt thereof (to the extent of the cash or Cash Equivalents received); ) and (cD) assets or rights used or useful in a Permitted Business; provided, that any Designated Non-cash Consideration received Asset Sale pursuant to a condemnation, appropriation or other similar taking, including by deed in lieu of condemnation, or pursuant to the foreclosure or other enforcement of a Lien incurred not in violation of Section 4.12 hereof or exercise by the Company related lienholder of rights with respect thereto, including by deed or any assignment in lieu of its Restricted Subsidiaries foreclosure shall not be required to satisfy the conditions set forth in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to clauses (i) and (ii) of this clause (c) paragraph. Within 365 days after December 14, 2010 that is at that time outstanding, not to exceed the greater of $150 million and 5% of Total Assets at the time of the receipt of such Designated Non-cash Consideration (with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall, in each of (a), (b) and (c) above, be deemed to be cash for the purposes of this provision or for purposes of the second paragraph of this Section 4.10; and (iii) upon the consummation of any Net Proceeds from an Asset Sale, the Company shall applyor the Restricted Subsidiary, as the case may be, may apply such Net Proceeds, at its option, (a) to repay, repurchase or redeem Senior Debt, (b) to acquire a controlling interest in another business or all or substantially all of the assets of a business, in each case engaged in a Permitted Business, (c) to make capital expenditures, or cause such (d) to acquire other non-current assets to be used in a Permitted Business, including, without limitation, assets or Investments of the nature or type described in clause (m) of the definition of "Permitted Investments" provided, that the Company or the Restricted Subsidiary to applywill have complied with clause (b) or (c) if, within 365 days of such Asset Sale, the Net Cash Proceeds relating to such Asset Sale within 545 days of receipt thereof either (A) to prepay any Secured Debt Company or Indebtedness of a the Restricted Subsidiary shall have commenced and not completed or abandoned an expenditure or Investment, or a binding agreement with respect to an expenditure or Investment, in compliance with clause (b) or (c), and that expenditure or Investment is substantially completed within a date one year and six months after the date of the Asset Sale. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Indebtedness under any Credit Facility or otherwise expend or invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15,000,000, the Company shall be required to make an offer to all Holders of Notes and holders of each other Indebtedness that ranks by its terms pari passu in right of payment with the Notes and the terms of which contain substantially similar requirements with respect to the application of net proceeds from asset sales as are contained herein (an "Asset Sale Offer") to purchase on a Guarantor andpro rata basis (with the Excess Proceeds prorated between the Holders and such holders of pari passu Indebtedness based upon outstanding aggregate principal amounts) the maximum principal amount of the Notes, that is an integral multiple of $1,000, that may be purchased out of the prorated Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, in accordance with the case procedures set forth in Section 3.09 hereof. To the extent that the aggregate amount of Notes and other Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company and its Restricted Subsidiaries may use any such Indebtedness under remaining Excess Proceeds for general corporate purposes and any revolving credit facility, effect a corresponding reduction in other purpose not prohibited by this Indenture. If the availability under such revolving credit facility (or effect a permanent reduction in aggregate principal amount of Notes surrendered by Holders thereof exceeds the availability under such revolving credit facility regardless amount of the fact that no prepayment is required in order prorated Excess Proceeds, the Trustee shall select the Notes to do so (in which case no prepayment should be required)),purchased on a pro rata basis. Upon completion of the offer to purchase, the amount of Excess Proceeds shall be reset at zero.