Common use of Asset Sales Clause in Contracts

Asset Sales. (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, consummate any 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 of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is made.

Asset Sales. (a) The No later than the second Business Day following the date of receipt by Company will not, and will not cause or permit any Restricted Subsidiary to, consummate of its Subsidiaries of any Net Asset Sale unless Proceeds, Company shall prepay the Loans in an aggregate amount equal to such Net Asset Sale Proceeds; provided, so long as no Event of Default shall have occurred and be continuing, Company shall have the option, directly or through one or more of its Guarantor Subsidiaries (other than RP Sub No. 1), to invest, within 180 Business Days after receipt thereof, any Net Asset Sale Proceeds, up to an aggregate amount for all such invested Net Asset Sale Proceeds after the Closing Date not to exceed the Aggregate Proceeds Threshold, in productive assets of the general type used in the business of Company and its Subsidiaries (“Productive Assets”); provided, further, that if aggregate Net Asset Sale Proceeds plus Cash proceeds relating to Capital Stock referenced in Sections 2.14(c)(ii) and 2.14(c)(iii) from the Closing Date through the applicable date of determination do not exceed $3,000,000, Company shall have no obligation to prepay the Loans or reinvest the proceeds thereof; provided, further, that for the first two Fiscal Quarters following the Closing Date, all proceeds from a sale of Axid® OS that shall not require a mandatory prepayment pursuant to the foregoing shall (i) be held in escrow until such time that Company has delivered a duly executed and completed Compliance Certificate certifying compliance with the Company or such Restricted Subsidiarycovenants under this Agreement for the first two Fiscal Quarters following the Closing Date, 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 and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% upon delivery of such Compliance Certificates, such escrowed proceeds shall be released to Company for reinvestment in Productive Assets. Otherwise, in the consideration paid event such Compliance Certificate prerequisite has not been satisfied, the escrowed proceeds shall remain in escrow pending Requisite Lender request for the application of such proceeds to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form payment of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company Loans or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated waiver permitting proceeds to the Notes) as a result of which the Company be released from escrow and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees returned to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeCompany.

Asset Sales. Not later than three (a3) The Company will not, and will not cause or permit Business Days following the receipt of any Restricted Subsidiary to, consummate Net Cash Proceeds of any Asset Sale unless by the Borrower or any of its Restricted Subsidiaries, the Borrower shall make prepayments of the Term Loans in accordance with Section 2.10(g) and (ih) the Company or in an aggregate amount equal to 100% of such Restricted SubsidiaryNet Cash Proceeds; provided, as the case may be, receives consideration that if at the time of that any such Asset Sale at least equal prepayment would be required, the Borrower is required to prepay or offer to repurchase Permitted First Priority Refinancing Debt or any Additional Senior Secured Indebtedness that is secured on a pari passu basis with the Secured Obligations pursuant to the Fair Market Value terms of the assets and property subject to documentation governing such Indebtedness with the Net Cash Proceeds of such Asset Sale (such Fair Market Value Permitted First Priority Refinancing Debt or Additional Senior Secured Indebtedness required to be prepaid or offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% basis of the consideration paid aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of such net proceeds allocated to the Company or Other Applicable Indebtedness shall not exceed the amount of such Restricted Subsidiary from such Asset Sale and all other Asset Sales since Net Cash Proceeds required to be allocated to the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including Other Applicable Indebtedness pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company thereof, and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu amount, if any, of such absence Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of liabilitythe Term Loans and to the prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.10(c) shall be reduced accordingly; provided further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness prepaid or repurchased, the acquiring Person or its parent company agrees to indemnify declined amount shall promptly (and hold in any event within 10 Business Days after the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect date of such assumed liabilities accompanied by rejection) be applied to prepay the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) Term Loans in favor of accordance with the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is made.terms hereof; provided further that:

Asset Sales. The Term Agents agree, on behalf of themselves and the Term Secured Parties, that they will not oppose (a) The Company will not, and will not cause or permit support any Restricted Subsidiary other Person in opposing), and hereby consent to, consummate any Asset Sale unless sale consented to by the ABL Agent of any ABL Priority Collateral pursuant to Sections 363(f) or 1129 of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) (each an “ABL Bankruptcy Sale”) or any motion seeking approval for proposed bidding procedures in respect of any such ABL Bankruptcy Sale, so long as (i) the Company or such Restricted SubsidiaryTerm Agents, as for the case may bebenefit of the Term Secured Parties, receives consideration at shall retain a Lien on the time proceeds of such Asset Sale at least equal sale (to the Fair Market Value of extent such proceeds are not applied to the assets and property ABL Obligations in accordance with Section 4.1(b) hereof) subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) priorities set forth in this Agreement, and (ii) (A) at least 75% the applicable motion to approve such sale does not impair, subject to the priorities set forth in this Agreement, the rights of the consideration paid Term Secured Parties to credit bid their Liens on the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since ABL Priority Collateral under Section 363(k) of the Issue DateBankruptcy Code (so long as the Discharge of ABL Obligations would occur in connection therewith). The ABL Agent agrees, on a cumulative basisbehalf of itself and the ABL Secured Parties, is that it will not oppose (and will not support any other Person in the form opposing), and hereby consents to, any sale consented to by any Term Agent of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including any Term Priority Collateral pursuant to Asset SwapsSections 363(f) or the assumption by the acquiring Person of Indebtedness or other liabilities 1129 of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities Bankruptcy Code (or in lieu of such absence of liability, any similar provision under the acquiring Person law applicable to any Insolvency Proceeding or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) (each a “Term Bankruptcy Sale”) or any motion seeking approval for proposed bidding procedures in respect of any such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for Term Bankruptcy Sale, so long as (i) any such liabilities remain outstanding unless such indemnifying party sale is made in accordance with Section 3.6 hereof, (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (Bii) the Fair Market Value ABL Agent, for the benefit of all forms the ABL Secured Parties, shall retain a Lien on the proceeds of such consideration other than Permitted Consideration since sale (to the Issue Date extent such proceeds are not applied to the Term Obligations in accordance with Section 4.1(c) hereof) subject to the priorities set forth in this Agreement, and (iii) the applicable motion to approve such sale does not exceed impair, subject to the priorities set forth in this Agreement, the aggregate 5% rights of the Adjusted Consolidated Net Tangible Assets ABL Secured Parties to credit bid their Liens on the Term Priority Collateral under Section 363(k) of the Company determined at Bankruptcy Code (so long as the time Discharge of Term Obligations would occur in connection therewith). If such Asset Sale is madesale of Collateral includes both ABL Priority Collateral and Term Priority Collateral and the Parties are unable after negotiating in good faith to agree on the allocation of the purchase price between the ABL Priority Collateral and Term Priority Collateral, either Party may apply to the court in such Insolvency Proceeding to make a determination of such allocation, and the court’s determination shall be binding upon the Parties.

Asset Sales. (a) The Company will not, and will not cause Not later than the fifth Business Day following the date of receipt by the Borrower or permit any Restricted Subsidiary toof any Net Proceeds in respect of any Asset Sale, consummate the Borrower shall prepay the Term Borrowings in an aggregate amount equal to 100% of such Net Proceeds; provided that the Borrower may, at least one Business Day prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in non-current assets useful in the business of the Borrower and its Restricted Subsidiaries or in Permitted Acquisitions or other Acquisitions, in each case, within 365 days after the receipt of such Net Proceeds, and certifying that, as of the date thereof, no Event of Default has occurred and is continuing, in which case during such period the Borrower shall not be required to make such prepayment to the extent of the amount set forth in such certificate; provided further that any such Net Proceeds that are not so reinvested by the end of such period (or within a period of 270 days thereafter if by the end of such initial 365-day period the Borrower or any of its Restricted Subsidiaries shall have entered into a binding agreement with a third party to so reinvest such Net Proceeds) shall be applied to prepay the Term Borrowings promptly upon the expiration of such period. Notwithstanding the foregoing, the Borrower may use a portion of any Net Proceeds in respect of any Asset Sale unless that would otherwise be required pursuant to this Section 2.13(a) to be applied to prepay the Term Borrowings to prepay, repurchase or redeem any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness but only to the extent such Permitted Pari Passu Secured Indebtedness pursuant to the terms thereof is required to be (or is required to be offered to the holders thereof to be) prepaid, repurchased or redeemed as a result of such Asset Sale (with the amount of the prepayment of the Term Borrowings that would otherwise have been required pursuant to this Section 2.13(a) being reduced accordingly), provided that (i) such portion shall not exceed the Company or product of (A) the amount of such Restricted SubsidiaryNet Proceeds multiplied by (B) a fraction of which the numerator is the outstanding aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and the denominator is the sum of the aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and all Term Borrowings, as the in each case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value occurrence of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) , and (ii) (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or event the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu holders of such absence of liabilityPermitted Pari Passu Secured Indebtedness shall have declined such prepayment, repurchase or redemption, the acquiring Person or its parent company agrees to indemnify declined amount shall promptly (and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securitiesevent within 10 Business Days after the date of rejection) failing be applied to have an Investment Grade Rating) at prepay the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeTerm Borrowings.

Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, consummate any 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 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 and property subject to such Asset Sale (such Fair Market Value to be determined on the date or Equity Interests issued or sold or otherwise disposed of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid 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, (b) any securities, notes or other obligations received by the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary transferee that are immediately converted by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless into cash (to the extent of the cash received) and (c) escrowed cash that the Company reasonably believes will be released from and against any loss, liability or cost in respect escrow within 365 days from the date of consummation of such assumed liabilities accompanied by Asset Sale, in each case shall be deemed to be cash for purposes of this provision. Notwithstanding the posting of a letter of credit immediately preceding paragraph, the Company and its Restricted Subsidiaries will be permitted to consummate an Asset Sale without complying with such paragraph if (issued by a commercial bank that has an Investment Grade Ratingi) in favor of the Company or such the applicable Restricted Subsidiary for Subsidiary, as the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implicationscase may be, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) receives consideration at the time of such Asset Sale at least equal to the indemnity is entered intofair market value of the assets or other property sold, issued or otherwise disposed of (as evidenced by a resolution of the Company's Board of Directors set forth in an Officers' Certificate delivered to the Trustee) and (“ii) at least 75% of the consideration for such Asset Sale constitutes a controlling interest in a Permitted Consideration”Business, long-term assets used or useful in a Permitted Business and/or cash or Cash Equivalents; provided that any cash or Cash Equivalents 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 Proceeds subject to the provisions of the next succeeding paragraph. Within 365 days of the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (i) to repay Senior Debt under a Credit Facility (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) or (Bii) to the Fair Market Value acquisition of all forms a controlling interest in a Permitted Business, 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 consideration other than Permitted Consideration since Net Proceeds, the Issue Date does Company may temporarily reduce Senior Debt or otherwise invest such Net Proceeds in any manner that is not exceed 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 5amount 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 other pari passu Indebtedness with the proceeds of sales of assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes and such other 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 Adjusted Consolidated Net Tangible Assets principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the procedures set forth in this Indenture and in such other pari passu Indebtedness. To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company determined at may use any remaining Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the time 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 be purchased on a pro rata basis. Upon completion of an Asset Sale is madeOffer, the amount of Excess Proceeds shall be reset at zero.

Asset Sales. (ai) The Promptly after the occurrence of an Asset Sale, the Company will not, shall deliver written notice thereof via facsimile and will not cause or permit any Restricted Subsidiary to, consummate any overnight courier (an “Asset Sale unless Notice”) to each of the Holders. At any time after the receipt of the Asset Sale Notice, a Holder may require the Company to redeem, with the Available Asset Sale Proceeds all or any portion of the Preferred Shares held by such Holder by delivering written notice thereof (the “Asset Sale Redemption Notice”) to the Company, which Asset Sale Redemption Notice shall indicate the number of such Preferred Shares such Holder is electing to redeem; provided that if the aggregate number amount of Preferred Shares to be redeemed from such Holder and the other Holders with the cash proceeds of an Asset Sale exceed the Available Asset Sale Proceeds for such Asset Sale, the Company shall redeem the Preferred Shares presented for redemption on a pro rata basis with such proceeds. Each Preferred Share subject to redemption by the Company pursuant to this Section 8(e) shall be redeemed by the Company at a price equal to at a price per Preferred Share equal to the greater of (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 of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) Conversion Amount and (ii) the product of (A) the Conversion Rate in effect at least 75% such time as such Holder delivers an Asset Sale Redemption Notice and (B) the greater of the consideration paid to Closing Sale Price of the Company or such Restricted Subsidiary from Common Stock on the Trading Day following such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities Closing Sale Price of the Common Stock on the date the Holder delivers the Asset Sale Redemption Notice (the “Asset Sale Redemption Price”). The Company or a Restricted Subsidiary shall deliver on the fifth (other than liabilities 5th) Business Day (the “Asset Sale Redemption Date”) after the Company’s receipt of the Company or first Asset Sale Redemption Notice the applicable Asset Sale Redemption Price to all Holders that deliver a Restricted Subsidiary that are by their terms subordinated Asset Sale Redemption Notice prior to such fifth (5th) Business Day after the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor Company’s receipt of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such first Asset Sale is madeRedemption Notice.

Asset Sales. (a) The Company will notTo the extent the Ultimate Parent Leverage Ratio is greater than or equal to 2.50 to 1.00, in the event and on each occasion that any Net Proceeds are received by or on behalf of it or any of its Subsidiaries in respect of any BDC/Newco Asset Disposition, it shall, and will not shall cause or permit any Restricted Subsidiary each of its Subsidiaries to, consummate any Asset Sale unless (i) not later than the Company or Business Day next after the date on which such Restricted SubsidiaryNet Proceeds are received, as the case may be, receives consideration at the time of such Asset Sale at least apply an aggregate amount equal to the Fair Market Value Net Proceeds of such BDC/Newco Asset Disposition to the prepayment of the assets Borrower Obligations in accordance with clause “Fourth” of Section 3.4(b) of the Intercreditor Agreement; provided, that if BDC or any Newco Senior Guarantor shall deliver to the Shared Collateral Agent and property subject each Administrative Agent a certificate of a Financial Officer of BDC or such Newco Senior Guarantor to the effect that BDC or such Newco Senior Guarantor intends to apply the Net Proceeds from such BDC/Newco Asset Sale Disposition (or a portion thereof specified in such Fair Market Value to be determined on the date certificate), within 365 days after receipt of contractually agreeing such Net Proceeds, to effect a Specified Investment, in each case as specified in such Asset Sale) certificate, and (ii) (A) at least 75% certifying that no Default or Event of Default under any of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale Credit Agreements has occurred and all other Asset Sales since the Issue Dateis continuing, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including then no prepayment shall be required pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities this paragraph in respect of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost Net Proceeds in respect of such assumed liabilities accompanied BDC/Newco Asset Disposition (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds therefrom (i) that BDC or such Newco Senior Guarantor or Subsidiary, as applicable, shall have determined not to, or shall have otherwise ceased to, or is not able to, by operation of contract or law or otherwise, apply toward such reinvestment or (ii) that have not been so applied, or contractually committed to be so applied, by the posting end of such 365-day period, in each case at which time a prepayment shall be required in an amount equal to such Net Proceeds that have not been, or have been determined not to be, so applied (it being understood that if any portion of such proceeds are not so used within such 365-day period but within such 365-day period are contractually committed to be used, then upon the earlier to occur of (A) the termination of such contract and (B) the expiration of a letter 180-day period following such 365-day period, such remaining portion shall constitute Net Proceeds as of credit (issued the date of such termination or expiry without giving effect to this proviso); provided, further, that prior to the application of any such Net Proceeds pursuant to the foregoing proviso, such Net Proceeds shall be held in a segregated cash collateral account governed by a commercial bank that has an Investment Grade Rating) control agreement in favor of the Company or such Restricted Subsidiary for Shared Collateral Agent in accordance with the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% terms of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeIntercreditor Agreement.

Asset Sales. Not later than three (a3) The Company will not, and will not cause or permit Business Days following the receipt of any Restricted Subsidiary to, consummate Net Cash Proceeds of any Asset Sale unless (i) by the Designated Company or any of its Restricted Subsidiaries, the applicable Co-Borrowers shall make prepayments of the Term Loans in accordance with Section 2.10(g) and (h) in an aggregate amount equal to 100% of such Restricted SubsidiaryNet Cash Proceeds; provided, as the case may be, receives consideration that if at the time of that any such prepayment would be required, such Co-Borrower is required to prepay or offer to repurchase (x) Permitted Short Term Indebtedness, solely to the extent that such Asset Sale at least equal constitutes a Specified Divestiture, (y) Permitted First Priority Refinancing Debt, or (z) any Additional Senior Secured Indebtedness that is secured on a pari passu basis with the Secured Obligations pursuant to the Fair Market Value terms of the assets and property subject to documentation governing such Indebtedness, in the case of clauses (x) through (z), with the Net Cash Proceeds of such Asset Sale (such Fair Market Value Permitted Short Term Indebtedness, Permitted First Priority Refinancing Debt or Additional Senior Secured Indebtedness required to be prepaid or offered to be so repurchased, “Other Applicable Indebtedness”), then such Co-Borrower shall apply such Net Cash Proceeds on a pro rata basis (determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% basis of the consideration paid aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of such net proceeds allocated to the Company or Other Applicable Indebtedness shall not exceed the amount of such Restricted Subsidiary from such Asset Sale and all other Asset Sales since Net Cash Proceeds required to be allocated to the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including Other Applicable Indebtedness pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company thereof, and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu amount, if any, of such absence Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of liabilitythe Term Loans and to the prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.10(c) shall be reduced accordingly; provided further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness prepaid or repurchased, the acquiring Person or its parent company agrees to indemnify declined amount shall promptly (and hold in any event within 10 Business Days after the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect date of such assumed liabilities accompanied by rejection) be applied to prepay the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) Term Loans in favor of accordance with the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is made.terms hereof; provided further that:

Asset Sales. (a) The Company Parent Guarantor will not, and will not cause permit the Company or permit any Restricted Subsidiary to, consummate any Asset Sale unless (i) the Parent Guarantor, 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 of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid to the Parent Guarantor, the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Parent Guarantor, the Company or a Restricted Subsidiary (other than liabilities of the Parent Guarantor, the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Parent Guarantor, the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Parent Guarantor, the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Parent Guarantor, the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company Parent Guarantor determined at the time such Asset Sale is made.

Asset Sales. The Borrower covenants and agrees with each Lender that, so long as this Agreement shall remain in effect (aexcept contingent indemnification obligations) The Company and until the Commitments have been terminated and 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 and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, the Borrower will not, and will not permit any of its Restricted Subsidiaries to, cause or permit any Restricted Subsidiary tomake an Asset Sale, consummate any Asset Sale unless (ix) the Company Borrower or such 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 (as determined in good faith by the Board of Directors of the Borrower) of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date sold or otherwise disposed of contractually agreeing to effect such Asset Sale) and (ii) (Ay) at least 75% of the consideration paid to therefor received by the Company Borrower or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since Subsidiary, as the Issue Date, on a cumulative basiscase may be, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties ; provided that the amount of: (including pursuant to Asset Swapsa) any liabilities (as shown on the Borrower’s or the assumption by the acquiring Person of Indebtedness or other liabilities such Restricted Subsidiary’s most recent balance sheet) of the Company Borrower or a any Restricted Subsidiary of the Borrower (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the NotesCredit Agreement Obligations) as a result that are assumed by the transferee of any such assets and from which the Company and Borrower or any Restricted Subsidiary are released in writing, (b) any notes or other obligations or other securities or assets received by the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company Borrower or such Restricted Subsidiary harmless of the Borrower from and against any loss, liability or cost in respect of such assumed liabilities accompanied transferee that are converted by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company Borrower or such Restricted Subsidiary for of the full amount 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 Borrower or any of its Restricted Subsidiaries in such liabilities and for so long Asset Sale having an aggregate Fair Market Value (as such liabilities remain outstanding unless such indemnifying party 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 (or its long term debt securitiesc) shall have an Investment Grade Rating (with no indication that is at that time outstanding, not to exceed 5.0% of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) Total Assets of the Borrower at the time of the indemnity is entered into) receipt of such Designated Non-cash Consideration (“Permitted Consideration”) or (B) with the Fair Market Value of all forms each item of such consideration other than Permitted Designated Non-cash Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined being measured at the time such Asset Sale is madereceived and without giving effect to subsequent changes in value), shall be deemed to be Cash Equivalents for the purposes of this provision.

Asset Sales. No later than the first Business Day following the date of receipt by any Note Party or any of its Subsidiaries of any Net Asset Sale Proceeds (ait being understood that such Net Asset Sale Proceeds, if received on or after the Initial Note Date, shall be deposited into a Controlled Account on the same Business Day as receipt thereof), the Remaining Amount shall be reduced in an aggregate amount equal to such Net Asset Sale Proceeds; provided, that (i) The Company will notso long as no Default or Event of Default shall have occurred and be continuing, and will not cause or permit any Restricted Subsidiary to, consummate any (ii) to the extent that aggregate Net Asset Sale unless Proceeds from the Closing Date through the applicable date of determination do not exceed $500,000, upon delivery of a written notice to the Purchasers, Company shall have the option, directly or through one or more Subsidiaries, to invest Net Asset Sale Proceeds (the “Asset Sale Reinvestment Amounts”) in (1) long-term productive assets of the general type used in the business of Company if such assets are purchased or constructed within one hundred eighty (180) days following receipt of such Net Asset Sale Proceeds (and so long as any such individual or aggregate investment in the amount of $500,000 or more has been consented to by the Requisite Purchasers) or (2) Permitted Acquisitions if (x) a definitive purchase agreement with respect to such Permitted Acquisition is executed within one hundred twenty (120) days following receipt of such Net Asset Sale Proceeds and (y) the transaction contemplated by such purchase agreement is consummated within one hundred eighty (180) days of receipt thereof; provided further, pending any such reinvestment all Asset Sale Reinvestment Amounts shall, if requested by the Requisite Purchasers, be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to the Requisite Purchasers. In the event that the Asset Sale Reinvestment Amounts are not reinvested by Company prior to the earliest of (i) the Company or last day of such Restricted Subsidiaryone hundred twenty (120) day period (if, as with respect to a Permitted Acquisition, a definitive purchase agreement therefor has not been executed in accordance with the case may beother provisions of this Agreement), receives consideration at (ii) the time last day of such one hundred eighty (180) day period (if, with respect to a Permitted Acquisition, a definitive purchase agreement therefor has been executed but the transactions contemplated thereby have not been consummated in accordance with the other provisions of this Agreement), and (iii) the date of the occurrence of an Event of Default, such Asset Sale at least equal Reinvestment Amounts shall be applied to the Fair Market Value Obligations as set forth in Section 2.14(b). For the avoidance of doubt, if any Net Asset Sale Proceeds are received by any Note Party or any of its Subsidiaries prior to the payment in full and discharge of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary Goldman NPA Obligations (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of any contingent indemnification amounts for which no claim has been made), such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) Net Asset Sale Proceeds shall be applied as set forth in favor Section 2.13 of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeGoldman NPA.

Asset Sales. (ai) The Promptly after the occurrence of an Asset Sale, the Company will not, shall deliver written notice thereof via facsimile and will not cause or permit any Restricted Subsidiary to, consummate any overnight courier (an "Asset Sale unless Notice") to each of the Holders. At any time after the receipt of the Asset Sale Notice, a Holder may require the Company to redeem, with the Available Asset Sale Proceeds all or any portion of the Preferred Shares held by such Holder by delivering written notice thereof (the "Asset Sale Redemption Notice") to the Company, which Asset Sale Redemption Notice shall indicate the number of such Preferred Shares such Holder is electing to redeem; provided that if the aggregate number amount of Preferred Shares to be redeemed from such Holder and the other Holders with the cash proceeds of an Asset Sale exceed the Available Asset Sale Proceeds for such Asset Sale, the Company shall redeem the Preferred Shares presented for redemption on a pro rata basis with such proceeds. Each Preferred Share subject to redemption by the Company pursuant to this Section 8(e) shall be redeemed by the Company at a price equal to at a price per Preferred Share equal to the greater of (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 of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) Conversion Amount and (ii) the product of (A) the Conversion Rate in effect at least 75% such time as such Holder delivers an Asset Sale Redemption Notice and (B) the greater of the consideration paid to Closing Sale Price of the Company or such Restricted Subsidiary from Common Stock on the Trading Day following such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities Closing Sale Price of the Common Stock on the date the Holder delivers the Asset Sale Redemption Notice (the "Asset Sale Redemption Price"). The Company or a Restricted Subsidiary shall deliver on the fifth (other than liabilities 5th) Business Day (the "Asset Sale Redemption Date") after the Company's receipt of the Company or first Asset Sale Redemption Notice the applicable Asset Sale Redemption Price to all Holders that deliver a Restricted Subsidiary that are by their terms subordinated Asset Sale Redemption Notice prior to such fifth (5th) Business Day after the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor Company's receipt of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such first Asset Sale is madeRedemption Notice.

Asset Sales. (a) The Company will notCash Flow Agent agrees, on behalf of itself and the Cash Flow Secured Parties, that it will not cause oppose any sale consented to by the ABL Agent of any ABL Priority Collateral pursuant to Section 363(f) of the Bankruptcy Code (or permit any Restricted Subsidiary to, consummate similar provision under the law applicable to any Asset Sale unless (iInsolvency Proceeding or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) the Company or such Restricted Subsidiary, so long as the case may be, receives consideration at the time proceeds of such Asset Sale sale are applied in accordance with this Agreement. The ABL Agent agrees, on behalf of itself and the ABL Secured Parties, that it will not oppose any sale consented to by the Cash Flow Agent of any Cash Flow Priority Collateral pursuant to Section 363(f) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) so long as the proceeds of such sale are applied in accordance with this Agreement. Each Junior Agent that becomes a party to this Agreement agrees, for itself and on behalf of each Junior Secured Party represented thereby, that it will not oppose any sale or other disposition consented to by any Senior Agent of any Senior Collateral pursuant to Section 363 of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws), so long as the proceeds of such sale are applied in accordance with this Agreement. If such sale of Collateral includes both ABL Priority Collateral and Cash Flow Priority Collateral, the ABL Secured Parties shall be entitled to receive net proceeds from such sale in an amount at least equal to the Fair Market Value maximum amounts available to be borrowed under any ABL Credit Agreement with respect to the Inventory and Accounts included in such sale; as to the balance of the assets net proceeds, if the ABL Agent, on behalf of itself and property subject the ABL Secured Parties, and the Cash Flow Agent, on behalf of itself and the Cash Flow Secured Parties, are unable after negotiating in good faith to such Asset Sale (such Fair Market Value to be determined agree on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% allocation of the consideration paid purchase price between the ABL Priority Collateral and Cash Flow Priority Collateral, either such Party may apply to the Company or court in such Restricted Subsidiary from Insolvency Proceeding to make a determination of such Asset Sale and all other Asset Sales since the Issue Dateallocation, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees court’s determination shall be binding upon all Parties to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madethis Agreement.

Asset Sales. (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, consummate any 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 of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption or cancellation by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result ), or with respect to any Asset Sale of which oil and natural gas properties by the Company and the remaining or any of its Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold where the Company or such Restricted Subsidiary harmless from retains an interest in such property, the aggregate costs and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor expenses of the Company or such Restricted Subsidiary for related to the full amount exploration, development, completion or production of such liabilities properties and for so long as such liabilities remain outstanding unless such indemnifying party activities related thereto that the transferee (or its long term debt securitiesan Affiliate therefor) shall have an Investment Grade Rating agrees to pay (with no indication of a negative outlook or credit watch with negative implicationscollectively, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is made.

Asset Sales. No later than the first business day following the date of receipt, in any given month, by Borrower or any of its Subsidiaries of any Net Asset Sale Proceeds (aas hereinafter defined) The Company will notin excess of the aggregate amount of Budgeted Expenses (as defined in Section 15(e) hereof) as set forth in the most recent Budget (as defined in Section 15(e)) required to be delivered pursuant to Section 15(e) hereof, Borrower shall prepay the Forbearance Period Advances as set forth in Section 3(i) hereof in an aggregate amount equal to such excess amount; provided, that (A) such Net Asset Sale Proceeds shall be deposited directly by the payee thereof into a deposit account held by Borrower at Amegy Bank, N.A. and will (B) if, within 30 days of Borrower’s receipt of such Net Asset Sale Proceeds, Borrower has not cause paid one or permit any Restricted Subsidiary tomore such Budgeted Expenses in an aggregate amount equal to 100% of the amount of such proceeds not otherwise required to prepay the Forbearance Period Advances, consummate then Borrower shall prepay the Forbearance Period Advances as set forth in Section 3(i) hereof in an amount equal to the amount not so paid. “Net Asset Sale Proceeds” means, with respect to any Asset Sale unless (ias hereinafter defined), an amount equal to: (1) cash payments received by Borrower or any of its Subsidiaries from such Asset Sale, minus (2) any bona fide direct costs and expenses incurred in connection with such Asset Sale to the Company extent paid or payable to non-Affiliates, including (x) income or gains taxes payable or reasonably estimated to be payable by the seller as a result of any gain recognized in connection with such Restricted SubsidiaryAsset Sale during the tax period the sale occurs, (y) payment of the obligations (other than the Loans) secured by a Lien on the assets in question, which is required to be repaid under the terms thereof as the case may bea result of such Asset Sale, receives consideration at the time and (z) a reasonable reserve for any adjustments in respect to sale price of such assets and any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale at least equal to the Fair Market Value undertaken by Borrower or any of the assets and property subject to its Subsidiaries in connection with such Asset Sale; provided that upon release of any such reserve, the amount released shall be considered Net Asset Sale Proceeds). “Asset Sale” means a sale, lease or sublease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer, license or other disposition to, or any exchange of property with, any Person (other than to or with a Credit Party), in one transaction or a series of transactions, of all or any part of any Credit Party’s businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, leased or licensed, including, without limitation, the capital stock of any Credit Party, other than inventory or other assets sold or leased, or cash or cash equivalents disposed of, in each case, in the ordinary course of business. For purposes of clarification, “Asset Sale” shall (i) include (x) the sale or other disposition for value of any contracts or (y) the early termination or modification of any contract resulting in the receipt by any Credit Party of a cash payment or other consideration in exchange for such Fair Market Value to be determined on event (other than payments in the ordinary course of business for accrued and unpaid amounts due through the date of contractually agreeing to effect such Asset Saletermination or modification) and (ii) (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness exclude any taking or other liabilities disposition by means of the Company power of eminent domain, condemnation or a Restricted Subsidiary (other than liabilities of the Company similar power, threat or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is maderight.

Asset Sales. (a) The Company will not, and will not cause Not later than the tenth Business Day following the date of receipt by Holdings or permit any Restricted Subsidiary to, consummate of its Subsidiaries of any Net Asset Sale unless Proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to such Net Asset Sale Proceeds; provided that (i) so long as no Event of Default shall have occurred and be continuing and (ii) to the Company extent that aggregate Net Asset Sale Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower shall have the option, directly or such Restricted Subsidiarythrough one or more of the Operating Credit Parties or any of their respective Subsidiaries, as to invest Net Asset Sale Proceeds (other than the case may beNet Asset Sale Proceeds from an Asset Sale of any Specified Non-Core Asset B) within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long‑term productive assets of the general type used in the business of Holdings and its Subsidiaries, receives consideration in capital expenditures, in inventory or in other assets (other than Cash and Cash Equivalents) used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of such Asset Sale at least equal the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the Fair Market Value terms of the assets and property subject to documentation governing such Senior Secured Debt with the proceeds of such Asset Sale (such Fair Market Value Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Asset Sale Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(a) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% basis of the consideration paid aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Company or Other Applicable Indebtedness shall not exceed the amount of such Restricted Subsidiary from such Asset Sale and all other Asset Sales since net proceeds required to be allocated to the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including Other Applicable Indebtedness pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company thereof, and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu amount, if any, of such absence net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of liabilityOther Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the acquiring Person or its parent company agrees to indemnify declined amount shall promptly (and hold in any event within ten Business Days after the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect date of such assumed liabilities accompanied by rejection) be applied to prepay the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) Loans in favor of accordance with the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeterms hereof.

Asset Sales. (a) The Company will not, and will not cause No later than the fifth Business Day following the date of receipt by Holdings or permit any Restricted Subsidiary to, consummate of its Subsidiaries of any Net Asset Sale unless Proceeds, the applicable Borrowers shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, (x) that except as provided in clause (3) of the provisio to Section 6.8(b)(10), (i) so long as no Specified Default or Event of Default shall have occurred and be continuing, such Borrowers shall have the Company option, directly or such Restricted Subsidiarythrough one or more of its Subsidiaries, as the case may be, receives consideration at the time of such to invest Net Asset Sale at least equal to the Fair Market Value Proceeds within three hundred sixty-five days of receipt thereof in long-term productive assets of the assets general type useful in the business of Parent Borrower and property subject its Subsidiaries, including in Equity Interests of a Person engaged in a Similar Business and (ii) if such Borrowers intend to invest such Asset Sale proceeds, but a Default (such Fair Market Value to be determined but not an Event of Default or a Specified Default) exists on the date of contractually agreeing to effect receipt of such Net Asset SaleSale Proceeds, such Borrowers may hold such proceeds (without making any such investment) until such Default is cured, but if such Default becomes an Event of Default (or a Specified Default occurs), such Borrowers shall immediately prepay the Loans with such Net Asset Sale Proceeds as set forth in Section 2.15(b) and (iiy) (A) at least 75% of the consideration paid to the Company extent any applicable documentation governing Permitted First Priority Refinancing Debt requires Parent Borrower to prepay or make an offer to purchase such Restricted Subsidiary from Permitted First Priority Refinancing Debt with such Net Asset Sale and all other Asset Sales since Proceeds, the Issue Date, on a cumulative basis, is in the form amount of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including prepayment required pursuant to Asset Swapsthis Section 2.14(a) or shall be deemed to be the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated amount equal to the Notesproduct of (1) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities Net Asset Sale Proceeds multiplied by (2) a fraction, the numerator of which is the outstanding principal amount of the Term Loans and for so long as the denominator of which is the sum of the outstanding principal amount of the Permitted First Priority Refinancing Debt with respect to which such liabilities remain a requirement to prepay or make an offer to purchase exists and the outstanding unless principal amount of the Term Loans; provided further that the Borrower shall not be permitted to reinvest any such indemnifying party Net Asset Sale Proceeds in accordance with this Section 2.14(a) to the extent the Borrower applies any such Net Asset Sale Proceeds to prepay or purchase Permitted First Priority Refinancing Debt, and to the extent Parent Borrower makes any such prepayment or purchase of Permitted First Priority Refinancing Debt, Parent Borrower shall prepay Term Loans in accordance with this paragraph within one (or its long term debt securities1) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms Business Day of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% prepayment or purchase without giving effect to clause (x) of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madethis proviso.

Asset Sales. No later than the fifth Business Day following the date of receipt by the Borrower or any Subsidiary of any Net Proceeds in respect of any Asset Sale, the Borrower shall prepay the Term Borrowings (aand, after the Term Borrowings shall have been repaid in full, reduce permanently the Revolving Commitments as provided in Section 2.15(b)) The Company will notin an aggregate amount equal to such Net Proceeds; provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower may, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be reinvested in fixed or capital assets useful in the business of the Borrower and the Subsidiaries within 270 days after the receipt of such Net Proceeds, and will not cause certifying that no Default or permit any Restricted Subsidiary toEvent of Default has occurred and is continuing, consummate any Asset Sale unless in which case the Borrower may so reinvest such Net Proceeds within such period; provided further (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 extent any such Net Proceeds shall be received in respect of assets owned by a Credit Party, such Net Proceeds may be reinvested only in assets owned by one or more Credit Parties (other than, in each case, Equity Interests in Foreign Subsidiaries, except to the assets and property subject to extent such Asset Sale (such Fair Market Value to be determined on Net Proceeds shall have resulted from the date sale of contractually agreeing to effect such Asset Sale) and Equity Interests in one or more Foreign Subsidiaries), (ii) (A) at least 75% of the consideration paid to the Company or extent any such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost Net Proceeds shall be received in respect of assets owned by a Subsidiary that is not a Credit Party but the Equity Interests in which constitute Collateral, such assumed liabilities accompanied Net Proceeds may be reinvested only in assets owned by one or more Credit Parties (including Equity Interests in Foreign Subsidiaries) or assets owned by a Subsidiary the Equity Interests in which constitute Collateral and (iii) any such Net Proceeds that are not so reinvested by the posting end of such period shall be applied to prepay the Term Borrowings (and, after the Term Borrowings shall have been repaid in full, to reduce permanently the Revolving Commitments as provided in Section 2.15(b)) promptly upon the expiration of such period. Any amount referred to in any such certificate shall, pending reinvestment as provided in such certificate or application to prepay the Term Borrowings, be, at the option of the Borrower, (x) held in a letter Deposit Account of credit (issued by the Borrower that is subject to a commercial bank that has an Investment Grade Rating) Blocked Deposit Account Control Agreement in favor of the Company Collateral Agent or such Restricted Subsidiary for the full (y) applied to prepay outstanding Revolving Loans (in which case an amount of such liabilities the Revolving Commitments equal to the amount of the proceeds so applied shall be restricted and not available for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing Credit Extensions to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration Borrower other than Permitted Consideration since Borrowings the Issue Date does not exceed in the aggregate 5% proceeds of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madewhich are promptly reinvested or applied to prepay Term Borrowings as contemplated by this paragraph).

Asset Sales. No later than the first Business Day following the date of receipt by any Credit Party or any of its Subsidiaries of any Net Asset Sale Proceeds (ait being understood that such Net Asset Sale Proceeds shall be deposited into a Controlled Account on the same Business Day as receipt thereof), Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b) The Company will notin an aggregate amount equal to such Net Asset Sale Proceeds; provided, that (i) so long as no Default or Event of Default shall have occurred and be continuing, and will not cause or permit any Restricted Subsidiary to, consummate any (ii) to the extent that aggregate Net Asset Sale Proceeds from the Closing Date through the applicable date of determination do not exceed $250,000 in any twelve consecutive month period, upon delivery of a written notice to Administrative Agent, Company shall have the option, directly or through one or more Subsidiaries, to invest Net Asset Sale Proceeds (the “Asset Sale Reinvestment Amounts”) in long-term productive assets of the general type used in the business of Company if such assets are purchased or constructed within one hundred eighty (180) days following receipt of such Net Asset Sale Proceeds (and so long as any such individual or aggregate investment in the amount of $250,000 or more in any twelve consecutive month period has been consented to by Administrative Agent and Required Lenders); provided further, pending any such reinvestment all Asset Sale Reinvestment Amounts shall be applied to prepay Revolving Loans to the extent then outstanding (without a reduction in Revolving Commitments) and, to the extent such Asset Sale Reinvestment Amounts exceed the amount required to prepay all such Revolving Loans, the balance thereof shall, if requested by Administrative Agent, be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Administrative Agent. Notwithstanding the foregoing, with respect to the Las Vegas Termination Payments, the Company shall be required to prepay the Obligations by an amount equal to the Las Vegas Excess Termination Payments in accordance with Section 2.14(b) (in lieu of reinvestment), unless the Company has notified the Administrative Agent, in writing and prior to 30 days after receipt by Holdings or its Subsidiaries of any Las Vegas Termination Payments, of the specific investment into which such Las Vegas Excess Termination Payments shall be re-invested, in which case, the Las Vegas Excess Termination Payments may be reinvested in accordance with this Section 2.13(a) in such designated specific investment (or applied to prepay the Obligations in accordance with this Section 2.13(a)). In the event that the Asset Sale Reinvestment Amounts are not reinvested by Company prior to the earlier of (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time last day of such Asset Sale at least equal to the Fair Market Value of the assets and property subject to such Asset Sale one hundred eighty (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale180) day period, and (ii) (A) at least 75% the date of the consideration paid to the Company or such Restricted Subsidiary from occurrence of an Event of Default, Administrative Agent shall apply such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated Reinvestment Amounts to the Notes) Obligations as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or set forth in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeSection 2.14(b).

Asset Sales. (a1) The Company Issuer will not, and will not cause or permit any Restricted Subsidiary to, consummate any an Asset Sale unless (i) the Company Issuer or such 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 and property subject to such Asset Sale sold or otherwise disposed of (such Fair Market Value to be determined on as evidenced by a resolution of the date Board of contractually agreeing to effect such Asset Sale) Directors), and (ii) (A) at least 75% of the consideration paid to received by the Company Issuer or such the Restricted Subsidiary Subsidiary, as the case may be, from such Asset Sale and all shall be cash or other Qualified Consideration. The Issuer or any Restricted Subsidiary may, within 365 days of the Asset Sales since Sale, invest the Issue DateNet Cash Proceeds thereof (A) in property or assets used, on a cumulative basisor to be used, is in the form of cashSystem and Network Management Business, Cash Equivalents, Liquid Securities, Exchanged Properties or in a company engaged primarily in the System and Network Management Business (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated if and to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liabilityextent otherwise permitted under this Indenture), the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) to repay Secured Debt of the Fair Market Value of all forms Issuer or any Restricted Subsidiary. The amount of such consideration other than Permitted Consideration since Net Cash Proceeds not used or invested within 365 days of the Issue Date does not exceed Asset Sale in the aggregate 5manner 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 Excess Proceeds at a price equal to 100% of the Adjusted Consolidated Net Tangible Assets principal amount of the Company determined Securities to be purchased, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase and, to the extent required by the terms thereof, any other Debt of the Issuer that is pari passu with the Securities or Debt of a Restricted 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 an Offer to Purchase, the amount of Excess Proceeds shall be deemed to be reset at zero and, to the time extent there are any remaining Excess Proceeds the Issuer may use such Asset Sale Excess Proceeds for any use which is madenot otherwise prohibited by this Indenture. The Issuer 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 purchase of Securities pursuant to such Offer to Purchase.

Asset Sales. (a) The Company will Each of the Issuers shall not, and will shall not cause or permit any of their respective Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless such Issuer (i) or 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 fair market value (evidenced by an Officers' Certificate delivered to the Trustee and a resolution of the Board of Directors) of the assets and property subject or Equity Interests issued or sold or otherwise disposed of. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuers may apply such Net Proceeds, at their option, (a) to repay Senior Debt, or (b) to the acquisition of assets to be used in a Permitted Business. Pending the final application of any such Net Proceeds, the Issuers may temporarily reduce 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 will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Issuers shall be required to make an offer to all Holders of Notes (an "Asset Sale (such Fair Market Value Offer") to purchase the maximum principal amount of Notes that may be determined on 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 contractually agreeing purchase, in accordance with the procedures set forth in Section 3.9 To the extent that the aggregate amount of Notes tendered pursuant to effect such an Asset Sale) Sale Offer and (ii) (A) at least 75% indebtedness ranking pari passu in right of payment with the Notes with similar repurchase rights is less than the Excess Proceeds, the Issuers may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Senior Subordinated Notes surrendered by Holders thereof and indebtedness ranking pari passu in right of payment with the Notes with similar repurchase rights surrendered by the holders thereof exceeds the amount of Excess Proceeds, a pro rata portion of the consideration paid Excess Proceeds (based on the principal amount of indebtedness surrendered) shall be applied to the Company or such Restricted Subsidiary from such Asset Sale purchase of Senior Subordinated Notes, and all other Asset Sales since the Issue Date, Trustee shall select the Senior Subordinated Notes to be purchased on a cumulative pro rata basis; provided, is however, that the Issuers shall not be obligated to purchase Senior Subordinated Notes in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (denominations other than liabilities integral multiples of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu $1,000. Upon completion of such absence of liabilityoffer to purchase, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) Excess Proceeds shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) be reset at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madezero."

Asset Sales. (a) The Company will not, and will not cause Not later than the tenth Business Day following the date of receipt by Holdings or permit any Restricted Subsidiary to, consummate of its Subsidiaries of any Net Asset Sale unless Proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to such Net Asset Sale Proceeds; provided that (i) so long as no Event of Default shall have occurred and be continuing and (ii) to the Company extent that aggregate Net Asset Sale Proceeds from the Closing Date through the applicable date of determination do not exceed $25,000,000, the Borrower shall have the option, directly or such Restricted Subsidiarythrough one or more of the Operating Credit Parties or any of their respective Subsidiaries, as to invest Net Asset Sale Proceeds within three hundred sixty (360) days of receipt thereof (or within eighteen (18) months following receipt thereof if a contractual commitment to reinvest is entered into within three hundred sixty (360) days following receipt thereof) in long-term productive assets of the case may begeneral type used in the business of Holdings and its Subsidiaries, receives consideration in capital expenditures, in inventory or in other assets used or useful in the business of the Borrower and its Subsidiaries; provided that, if at the time that any such prepayment would be required the Borrower is also required to repay or repurchase or to offer to repurchase or repay Senior Secured Debt of such Asset Sale at least equal the Borrower or any of its Subsidiaries permitted under Section 6.1 pursuant to the Fair Market Value terms of the assets and property subject to documentation governing such Senior Secured Debt with the proceeds of such Asset Sale (such Fair Market Value Senior Secured Debt required to be repaid or repurchased or to be offered to be so repaid or repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Asset Sale Proceeds on a pro rata basis to the prepayment of the Loans and to the repayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Loans that would have otherwise been required pursuant to this Section 2.10(a) shall be reduced accordingly (for purposes of this proviso pro rata basis shall be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% basis of the consideration paid aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness at such time, with it being agreed that the portion of such net proceeds allocated to the Company or Other Applicable Indebtedness shall not exceed the amount of such Restricted Subsidiary from such Asset Sale and all other Asset Sales since net proceeds required to be allocated to the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including Other Applicable Indebtedness pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company thereof, and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu amount, if any, of such absence net proceeds shall be allocated to the Loans in accordance with the terms hereof); provided, further, that to the extent the holders of liabilityOther Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the acquiring Person or its parent company agrees to indemnify declined amount shall promptly (and hold in any event within ten Business Days after the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect date of such assumed liabilities accompanied by rejection) be applied to prepay the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) Loans in favor of accordance with the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeterms hereof.

Asset Sales. (a) The Company Borrower will not, and will not cause or permit any Restricted Subsidiary to, consummate sell, transfer, lease or otherwise dispose of any asset, including any capital stock, nor will the Borrower permit any Subsidiary to issue any additional shares of its capital stock or other ownership interest in such Subsidiary, except: (a) sales of (i) inventory, (ii) used, worn-out, obsolete or surplus equipment and (iii) Permitted Investments, in each case in the ordinary course of business; (b) sales, transfers and dispositions (i) to the Borrower or a Subsidiary Loan Party or (ii) to a Special Purpose Subsidiary, so long as any sale, transfer or disposition pursuant to this clause (ii) is for consideration that is at least equal to the aggregate fair market value of the property subject thereto (determined at the time of consummation thereof in good faith by the board of directors of the Borrower); (c) the Borrower and the Subsidiaries may make Asset Sale unless Sales, provided that the aggregate assets sold pursuant to Asset Sales (other than Excluded Asset Sales) in any Fiscal Year shall not have accounted for more than 20% of the consolidated revenues of the Borrower and the Subsidiaries for the immediately preceding Fiscal Year as shown on the consolidated financial statements of the Borrower and the Subsidiaries for such immediately preceding Fiscal Year, and provided further that (i) the Company consideration received for the related assets (other than the related assets taken pursuant to any taking of assets described in clause (c) of the definition of the term "Asset Sale") shall be in an amount at least equal to (A) the fair market value thereof (taking into account any restrictions on the use of such related assets that the Borrower or any such Subsidiary may require in connection with the asset sale in question) or (B) a lower amount if the Board of Directors of the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at shall determine in good faith that the time sale of such Asset Sale at least equal related assets for such lower amount is desirable in order to minimize losses being incurred by the Fair Market Value Borrower or such Subsidiary, as the case may be, with respect to such related assets and that such sale for such lower amount is in the best interest of the assets and property subject to Borrower or such Asset Sale (such Fair Market Value to be determined on Subsidiary, as the date of contractually agreeing to effect such Asset Sale) and case may be; (ii) (A) at least 7550% of the consideration paid to received (excluding (A) any non-cash consideration received in connection with the Company exchange of assets of the Borrower or such Restricted any Subsidiary from such Asset Sale for similar assets of any third party and all other Asset Sales since the Issue Date, on a cumulative basis, is (B) any consideration received in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated liability under any lease pertaining to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is made.related assets

Asset Sales. (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, consummate any 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 of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is made.

Asset Sales. (a) The Company will notTerm Agent agrees, on behalf of itself and the Term Secured Parties, that it will not cause oppose and shall be deemed to have consented to any sale (including any bidding procedures related to such sale) consented to by the ABL Agent of any ABL Priority Collateral pursuant to Section 363(f) of the Bankruptcy Code (or permit any Restricted Subsidiary tosimilar provision under the law applicable to any Insolvency Proceeding or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) so long as the Term Agent, consummate for the benefit of the Term Secured Parties, shall retain a Lien on the proceeds of such sale (to the extent such proceeds are not applied to the ABL Obligations in accordance with Section 4.1(b)). The ABL Agent agrees, on behalf of itself and the ABL Secured Parties, that it will not oppose and shall be deemed to have consented to any Asset Sale unless sale (including any bidding procedures related to such sale) consented to by the Term Agent of any Term Priority Collateral pursuant to Section 363(f) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) so long as (i) the Company or any 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 and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) sale is made in accordance with Section 3.6 and (ii) (A) at least 75% the ABL Agent, for the benefit of the consideration paid ABL Secured Parties, shall retain a Lien on the proceeds of such sale (to the Company or extent such Restricted Subsidiary from proceeds are not applied to the Term Obligations in accordance with Section 4.1(c)). If such Asset Sale sale of Collateral includes both ABL Priority Collateral and all other Asset Sales since Term Priority Collateral and the Issue Date, Parties are unable after negotiating in good faith to agree on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities allocation of the Company or a Restricted Subsidiary (other than liabilities of purchase price between the Company or a Restricted Subsidiary that are by their terms subordinated ABL Priority Collateral and Term Priority Collateral, either Party may apply to the Notes) as court in such Insolvency Proceeding to make a result determination of which the Company such allocation, and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, court’s determination shall be binding upon the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeParties.

Asset Sales. (a) The Company will Except for the sale of assets required to be ----------- sold to conform with governmental requirements, the Borrower shall not, and will shall not cause or permit any Restricted Subsidiary of its Subsidiaries to, consummate any Asset Sale unless (i) Sale, if the Company or aggregate net book value of all such Restricted SubsidiaryAsset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Borrower and its Consolidated Subsidiaries as of the beginning of the Borrower's most recently ended full fiscal quarter; provided, as the case may behowever, receives consideration at the time of that any such Asset Sale at least equal will be disregarded for purposes of -------- ------- the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Borrower and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Borrower or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly-Owned Subsidiary of the Borrower; (d) to the Fair Market Value of extent the assets and property subject to any such Asset Sale involve transfers of assets of or equity interests in connection with the Caribou Investments Joint Venture; (e) if the proceeds from any such Asset Sale (such Fair Market Value to be determined on the date i) are, within 12 months of contractually agreeing to effect such Asset Sale) and , invested or reinvested by the Borrower or any Subsidiary in a Permitted Business, (ii) (A) at least 75% are used by the Borrower or a Subsidiary to repay Debt of the consideration paid to the Company Borrower or such Restricted Subsidiary from Subsidiary, or (iii) are retained by the Borrower or its Subsidiaries; or (f) if, prior to any such Asset Sale Sale, Xxxxx'x and all other Asset Sales since S&P confirm the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant then current Borrower Ratings after giving effect to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeSale.

Asset Sales. (a) The Company will notTerm Agent agrees, on behalf of itself and the Term Secured Parties, that it will not cause oppose any sale consented to by the ABL Agent of any ABL Priority Collateral pursuant to Section 363(f) of the Bankruptcy Code (or permit any Restricted Subsidiary tosimilar provision under the law applicable to any Insolvency Proceeding or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) so long as the Term Agent, consummate for the benefit of the Term Secured Parties, shall retain a Lien on the proceeds of such sale (to the extent such proceeds are not applied to the ABL Obligations in accordance with Section 4.1(b) hereof). The ABL Agent agrees, on behalf of itself and the ABL Secured Parties, that it will not oppose any Asset Sale unless sale consented to by the Term Agent of any Term Priority Collateral pursuant to Section 363(f) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) so long as (i) the Company or any 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 and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) sale is made in accordance with Section 3.6 hereof and (ii) (A) at least 75% the ABL Agent, for the benefit of the consideration paid ABL Secured Parties, shall retain a Lien on the proceeds of such sale (to the Company extent such proceeds are not applied to the Term Obligations in accordance with Section 4.1(c) hereof). Each Junior Agent that becomes a party to this Agreement agrees, for itself and on behalf of each Junior Secured Party represented thereby, that it will not oppose (or such Restricted Subsidiary from such Asset Sale and all support any Person in opposing) any sale or other Asset Sales since the Issue Date, on a cumulative basis, is in the form disposition consented to by any Senior Agent of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including any Senior Collateral pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities Section 363 of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities Bankruptcy Code (or in lieu of such absence of liability, any similar provision under the acquiring Person law applicable to any Insolvency Proceeding or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost under a court order in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for measures granted with similar effect under any foreign Debtor Relief Laws), so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms proceeds of such consideration other than Permitted Consideration since sale are applied in accordance with this Agreement. If such sale of Collateral includes both ABL Priority Collateral and Term Priority Collateral and the Issue Date does not exceed Parties are unable after negotiating in good faith to agree on the aggregate 5% allocation of the Adjusted Consolidated Net Tangible Assets purchase price between the ABL Priority Collateral and Term Priority Collateral, either Party may apply to the court in such Insolvency Proceeding to make a determination of such allocation, and the Company determined at court’s determination shall be binding upon the time such Asset Sale is madeParties.

Asset Sales. (a) The Company will not, and will not cause No later than the first Business Day following the date of receipt by Holdings or permit any Restricted Subsidiary to, consummate of its Subsidiaries of any Net Asset Sale unless Proceeds, Borrower shall prepay the Loans as set forth in Section 2.12(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, that (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time no prepayment shall be required pursuant to this Section 2.11(a) in respect of such Net Asset Sale at least equal Proceeds (other than with respect to the Fair Market Value Net Asset Sale Proceeds of the assets and property subject sale of any Non-Core Real Estate Assets) in an aggregate amount not to such Asset Sale (such Fair Market Value exceed $35,000,000 from the Closing Date through the applicable date of determination so long as Holdings shall have delivered to be determined on Administrative Agent no later than the first Business Day following the date of contractually agreeing receipt of such Net Asset Sale Proceeds a certificate of an Authorized Officer certifying that (x) no Default or Event of Default has occurred and is continuing, and (y) Holdings and its Subsidiaries intend to effect reinvest (or commit in writing to reinvest) such Net Asset Sale) Sale Proceeds in useful assets of Borrower and its Subsidiaries during the Permitted Reinvestment Period and (ii) (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including no prepayment shall be required pursuant to Asset Swapsthis Section 2.11(a) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor Net Asset Sale Proceeds of the Company or such Restricted Subsidiary for sale of the full Non-Core Real Estate Assets in an amount not to exceed $50,000,000 from the Closing Date through the applicable date of such liabilities and for determination, so long as Holdings shall have delivered to Administrative Agent no later than the first Business Day following the date of receipt of such liabilities remain outstanding unless such indemnifying party Net Asset Sale Proceeds a certificate of an Authorized Officer certifying that (x) no Default or Event of Default has occurred and is continuing, and (y) Holdings and its Subsidiaries intend to reinvest (or commit in writing to reinvest) such Net Asset Sale Proceeds in the business of Borrower and its long term debt securitiesSubsidiaries during the Permitted Reinvestment Period; provided further, (i) all such Net Asset Sale Proceeds shall be held in the Asset Sale Proceeds Reinvestment Account pending reinvestment in accordance with this Section 2.11(a) until the earlier of (x) the expiration of the applicable Permitted Reinvestment Period or, solely to the extent that such Net Asset Sale Proceeds have been committed in writing to be invested during such Permitted Reinvestment Period, ninety days after the expiration of such Permitted Reinvestment Period, and (y) the Maturity Date and (ii) on and after the delivery by Administrative Agent of a Carve-Out Event Notice in accordance with Section 8.2, all such Net Asset Sale Proceeds (up to the amount of the Carve-Out Cap) shall have an Investment Grade Rating (be deposited into the Carve-Out Account and shall be reserved for payment of amounts due and owing to Committees in accordance with no indication of a negative outlook or credit watch with negative implicationsSection 8.2; provided, in any casehowever, that contemplates such indemnifying party (any Net Asset Sale Proceeds received by a Foreign Subsidiary of Borrower from a sale or its long term debt securities) failing other disposition of property or assets otherwise permitted under the Credit Documents shall be excluded from this prepayment obligation to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) extent applicable law or (B) the Fair Market Value of all forms regulation prohibits transfer of such consideration other than Permitted Consideration since the Issue Date does not exceed proceeds to Borrower or a Guarantor or such transfer would render such Foreign Subsidiary insolvent or reasonably likely to become insolvent or result in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madean adverse tax consequence.

Asset Sales. At the Parent Entities’ request, the Company Entities agree to, and to cause the Company Subsidiaries and their and the Company Subsidiaries’ respective Representatives to, use their reasonable best efforts to facilitate, negotiate and consummate the sale, transfer, divestiture or other disposition (aeach, a “Company Sale”) of such Subsidiaries, business organizations, divisions, business units or assets of the Company Entities or the Company Subsidiaries (whether by a sale of equity interests or assets, merger or otherwise), in each case as identified by the Parent Entities from time to time (but excluding (i) TKO and any of its Subsidiaries and (ii) the agency representation business of Xxxxxxx Xxxxxx Endeavor Entertainment, LLC and its Subsidiaries). The Company will notEntities shall keep any Company Sale Net Proceeds received upon consummation of any such Company Sale in a segregated account and not use any such Company Sale Net Proceeds for any purpose other than making such Company Sale Net Proceeds available at the Closing to the extent requested by the Parent Entities to fund a portion of the Required Amount or to the extent necessary to satisfy any working capital needs for which the Company Entities do not otherwise have cash available (whether pursuant to cash or cash equivalents on hand or available commitments under revolving credit facilities or otherwise) to satisfy (any such amount used to satisfy any working capital needs in accordance with the foregoing, the “Company Sale Net Proceeds Deficit”). The Company Entities shall promptly notify the Parent Entities of the occurrence of any event that results in a Company Sale Net Proceeds Deficit and will the amount of such Company Sale Net Proceeds Deficit. Notwithstanding the foregoing, the Company Entities shall not cause or permit be required to enter into any Restricted Subsidiary to, consummate any Asset definitive agreement with respect to a Company Sale unless either (i) the consummation of the Company or such Restricted Subsidiary, as Sale is conditioned upon consummation of the case may be, receives consideration Mergers and the other Transactions required to be consummated at the time Closing or (ii) such definitive agreement is approved by the Executive Committee and concurrently with the entry into such definitive agreement providing for such Company Sale, one or more of the Equity Investors provide the Parent Entities with an equity commitment letter in a form substantially similar to the Equity Commitment Letter providing for a commitment that will be effective upon the consummation of such Asset Sale at least Company Sale, equal to the Fair Market Value amount of the assets applicable Company Sale Net Proceeds Deficit. If approved by the Executive Committee, the Company Entities shall use reasonable best efforts, and property subject shall cause the Company Subsidiaries to such Asset Sale (such Fair Market Value use reasonable best efforts, to be determined on take the date actions set forth in Section 7.16 of contractually agreeing the Company Disclosure Letter. In the event that any new equity commitment letters are obtained in accordance with this Section 7.16, any reference in this Agreement to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid “Equity Commitment Letter” will be deemed to mean the Equity Commitment Letter and any new equity commitment letters to the Company or such Restricted Subsidiary from such Asset Sale extent then in effect and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since “Financing” or the Issue Date does not exceed in “Equity Financing” will be deemed to mean the aggregate 5% of equity financing contemplated by the Adjusted Consolidated Net Tangible Assets of Equity Commitment Letter as modified pursuant to the Company determined at the time such Asset Sale is madeforegoing.

Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (i) the Company or such 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 and property subject to such Asset Sale sold or otherwise disposed of (such Fair Market Value to be as determined on in good faith by the date of contractually agreeing to effect such Asset Sale) and Management Committee), (ii) (A) at least 75% of the consideration paid to received by the Company or such the Restricted Subsidiary Subsidiary, as the case may be, from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, shall be cash or Cash Equivalents, Liquid Securities, Exchanged Properties ; provided that the amount of (including pursuant to Asset Swapsa) any liabilities (as shown on the Company's or the assumption by the acquiring Person of Indebtedness or other liabilities such Restricted Subsidiary's most recent balance sheet) of the Company or a any such Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result that are assumed by the transferee of which any such assets, (b) any notes or other obligations received by the Company and the remaining or any such Restricted Subsidiaries Subsidiary from such transferee that are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold immediately converted by the Company or such Restricted Subsidiary harmless from into cash (to the extent of the cash received), and against (c) any lossDesignated Noncash Consideration received by the Company or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, liability or cost in respect taken together with all other Designated Noncash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 10% of Total Assets at the time of the receipt of such assumed liabilities accompanied by Designated Noncash Consideration (with the posting fair market value of a letter each item of credit Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall be deemed to be cash for the purposes of this provision, and (issued by a commercial bank that has iii) upon the consummation of an Investment Grade Rating) Asset Sale, the Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof to reinvest in favor Productive Assets or to repay Indebtedness under the Senior Credit Facilities. Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary for may invest such Net Cash Proceeds in Cash Equivalents. On the full 366th day after an Asset Sale or such earlier date, if any, as the Management Committee or such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clause (iii) of the preceding paragraph (each, a "Net Proceeds Offer Trigger Date"), the aggregate amount of Net Cash Proceeds that have not been applied on or before such liabilities and for so long Net Proceeds Offer Trigger Date as such liabilities remain outstanding unless such indemnifying party permitted in clause (or its long term debt securitiesiii) of the preceding paragraph (each a "Net Proceeds Offer Amount") shall have be applied by the Company or such Restricted Subsidiary to make an Investment Grade Rating offer to purchase (with no indication 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 negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing price equal to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5100% of the Adjusted Consolidated Net Tangible Assets principal amount of the Notes to be purchased, plus accrued and unpaid interest and Liquidated Damages 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 determined 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 time 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 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 madefor fair market value (as determined in good faith by the Management Committee of the General Partner); 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. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 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. 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. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. The Issuers 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 Asset Sale provisions of the Indenture, the Issuers 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. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option to (a1) to repay Indebtedness secured by such assets and, if the Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; or (2) to purchase Replacement Assets or to make a capital expenditure. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding sentence shall constitute “Excess Proceeds.” Within 30 days after the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall make an Asset Sale Offer to all Holders and all holders of other Indebtedness that is pari passu with the Notes or any Subsidiary Guarantee containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The Company will not, and will not cause or permit any Restricted Subsidiary to, consummate offer price in any Asset Sale unless (i) Offer shall be equal to 100% of principal amount plus accrued and unpaid interest 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 or may use such Restricted Subsidiary, as Excess Proceeds for any purpose not otherwise prohibited by the case may be, receives consideration at Indenture. If the time aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale at least equal 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 Fair Market Value principal amount of the assets Notes and property subject to such other pari passu Indebtedness tendered. Upon completion of each Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liabilityOffer, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) Excess Proceeds shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) be reset at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madezero.

Asset Sales. Except for the sale of assets required to be sold to conform with governmental requirements, the Applicable Reporting Entity, and in the case of the Guarantor, its Material Subsidiaries, shall not consummate any Asset Sale, if the aggregate net book value of all such Asset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Applicable Reporting Entity and its Consolidated Subsidiaries as of the beginning of the Applicable Reporting Entity’s most recently ended full fiscal quarter; provided, however, that any such Asset Sale will be disregarded for purposes of the 25% limitation specified above: (a) The Company will not, and will not cause or permit if any Restricted Subsidiary to, consummate any 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 is in the Fair Market Value ordinary course of business of the Applicable Reporting Entity and its Subsidiaries; (b) if the assets and property subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Applicable Reporting Entity or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly Owned Subsidiary of the Applicable Reporting Entity; (d) if the proceeds from any such Asset Sale (such Fair Market Value to be determined on the date i) are, within twelve (12) months of contractually agreeing to effect such Asset Sale) and , invested or reinvested by the Applicable Reporting Entity or any Subsidiary thereof in a Permitted Business, (ii) (A) at least 75% are used by the Applicable Reporting Entity or any Subsidiary thereof to repay Debt of the consideration paid Applicable Reporting Entity or any Subsidiary thereof, or (iii) are retained by the Applicable Reporting Entity or any Subsidiary thereof; or (e) if, prior to the Company or such Restricted Subsidiary from any such Asset Sale and all other Asset Sales since Sale, both Rating Agencies confirm the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant then-current Borrower’s Applicable Ratings after giving effect to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is made.Sale. Section 6.09

Asset Sales. Notwithstanding anything to the contrary in this Agreement (aincluding Section 10.3(b)) The Company or any other Loan Document, each Delayed Draw Secured Party agrees that it will notnot raise any objection to, or oppose, and will not cause or permit any Restricted Subsidiary to, consummate any 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 shall be deemed to have consented to the Fair Market Value release of any Loan Party from its obligations under any Loan Document or to any private or public sale or other disposition of all or any portion of the Collateral (and any post-petition or post-filing assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid to the Company adequate protection Liens or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against comparable Liens under any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) Debtor Relief Law in favor of the Company Agent) free and clear of any Liens and other claims (a) at any time after the occurrence and during the continuance of an Event of Default if the Agent has consented to such release or sale; provided, however, that after the occurrence and during the continuance of an Event of Default under this Agreement and prior to the commencement of any proceeding under Debtor Relief Laws involving any Loan Party, any such Restricted Subsidiary for sale by the full amount Agent shall be made in accordance with applicable law and the Agent shall provide not less than ten (10) days prior written notice to the Delayed Draw Term Lenders of any proposed sale, or (b) under Section 363 of the Bankruptcy Code (or other similar provision of any Debtor Relief Law) in each case under the foregoing clauses (a) and (b), if the Agent has consented to such release or sale, and in connection with each of the foregoing clauses (a) and (b), each Delayed Draw Secured Party shall be deemed to have consented to such release and hereby irrevocably authorizes the Agent to release any Lien on any of the Collateral; provided that any Lien of the Agent on such Collateral attaches to the net proceeds of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (sale or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% disposition of the Adjusted Consolidated Net Tangible Assets Collateral received by the Agent and that all proceeds of the Company determined at Collateral received by the time Agent from such Asset Sale sale or other disposition are, after application to any Insolvency Financing that is madea Conforming Insolvency Financing or is otherwise consented to by the Required Delayed Draw Term Lenders, applied in accordance with Section 10.5.

Asset Sales. (a) The Company will Holdings shall not, and will shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (i) Holdings or the Company or such 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 and property subject to such Asset Sale sold or otherwise disposed of (such Fair Market Value to be as determined on in good faith by the date of contractually agreeing to effect such Asset Sale) and Management Committee), (ii) (A) at least 75% of the consideration paid to received by Holdings or the Company or such Restricted Subsidiary Subsidiary, as the case may be, from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, shall be cash or Cash Equivalents, Liquid Securities, Exchanged Properties ; provided that the amount of (including pursuant to Asset Swapsa) any liabilities (as shown on Holdings or the assumption by the acquiring Person such Restricted Subsidiary's most recent balance sheet) of Indebtedness Holdings or other liabilities of the Company or a any such Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the NotesDebentures) as a result that are assumed by the transferee of which the Company and the remaining any such assets, (b) any Debentures or other obligations received by Holdings or any such Restricted Subsidiaries Subsidiary from such transferee that are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company immediately converted by Holdings or such Restricted Subsidiary harmless from into cash (to the extent of the cash received), and against (c) any lossDesignated Noncash Consideration received by Holdings or any of its Restricted Subsidiaries in such Asset Sale having an aggregate fair market value, liability or cost in respect taken together with all other Designated Noncash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed 10% of Total Assets at the time of the receipt of such assumed liabilities accompanied by Designated Noncash Consideration (with the posting fair market value of a letter each item of credit Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value), shall be deemed to be cash for the purposes of this provision, and (issued by a commercial bank that has iii) upon the consummation of an Investment Grade Rating) Asset Sale, Holdings shall apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds relating to such Asset Sale within 365 days of receipt thereof to reinvest in favor Productive Assets or to repay Indebtedness under the Senior Credit Facilities. Pending the final application of the Company any such Net Cash Proceeds, Holdings or such Restricted Subsidiary for may invest such Net Cash Proceeds in Cash Equivalents. On the full 366th day after an Asset Sale or such earlier date, if any, as the Management Committee or such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in clause (iii) of the preceding paragraph (each, a "Net Proceeds Offer Trigger Date"), the aggregate amount of Net Cash Proceeds that have not been applied on or before such liabilities and for so long Net Proceeds Offer Trigger Date as such liabilities remain outstanding unless such indemnifying party permitted in clause (or its long term debt securitiesiii) of the preceding paragraph (each a "Net Proceeds Offer Amount") shall have be applied by Holdings or such Restricted Subsidiary to make an Investment Grade Rating offer to purchase (with no indication 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, (x) from all holders of Senior Notes on a negative outlook or credit watch with negative implications, in any case, pro rata basis that contemplates such indemnifying party (or its long term debt securities) failing amount of Senior Notes equal to have an Investment Grade Rating) the Net Proceeds Offer Amount at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5a price equal to 100% of the Adjusted Consolidated Net Tangible Assets principal amount of the Company determined Senior Notes to be purchased, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase, or (y) from all Holders on a pro rata basis that amount of Debentures equal to the Net Proceeds Offer Amount at a price equal to 100% of the Accreted Value thereof on the date of repurchase (if such date of repurchase is prior to August 1, 2003) or 100% of the principal amount of the Debentures to be purchased (if such date of repurchase is on or after August 1, 2003), plus, in each case, accrued and unpaid interest and Liquidated Damages 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 Holdings or any Restricted Subsidiary of Holdings, 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 Holdings and its Restricted Subsidiaries aggregates at least $10.0 million, at which time Holdings 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 two immediately preceding paragraphs, Holdings 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 madefor fair market value (as determined in good faith by the Management Committee of the General Partner); provided that any consideration not constituting Productive Assets received by Holdings 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. Each Net Proceeds Offer will be mailed to the record Holders as shown on the register of Holders within 25 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. To the extent that the aggregate amount of Debentures tendered pursuant to a Net Proceeds Offer is less than the Net Proceeds Offer Amount, Holdings may use any remaining Net Proceeds Offer Amount for general corporate purposes. Upon completion of any such Net Proceeds Offer, the Net Proceeds Offer Amount shall be reset at zero. The Issuers 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 Debentures pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Issuers 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. (a) The Company Borrower will not, and will not cause or permit any Restricted Subsidiary other Loan Party to, consummate sell, transfer, lease or otherwise dispose of any Asset Sale unless (i) asset, including any Equity Interest owned by it, nor will the Company or Borrower permit any of its Subsidiaries to issue any additional Equity Interest in such Restricted Subsidiary, as except: sales of inventory, used or surplus equipment and Permitted Investments in the case may beordinary course of business; sales, receives consideration at transfers and dispositions by the time Borrower to any of such Asset Sale at least equal its Subsidiaries or by any Subsidiary of the Borrower to the Fair Market Value Borrower or any other Subsidiary of the assets Borrower; any other sales, transfers and property subject to such Asset Sale (such Fair Market Value to be determined on the date dispositions of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid to the Company any Scheduled Properties or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Excluded Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the NotesStore Number 25 in Corpus Christi, Texas) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as the Net Proceeds attributable thereto are applied as required by Section 2.09 hereof; any other sales, transfers and dispositions of any properties (other than Scheduled Properties and Excluded Properties) (other than Store Number 25 in Corpus Christi, Texas) so long as the Net Proceeds attributable thereto are applied as required by Section 2.09 of the Revolving Credit Facility; provided, however, that, as a condition precedent to any such liabilities remain outstanding unless sale, transfer or other disposition, Borrower shall deliver to Administrative Agent evidence reasonably acceptable to Administrative Agent and the Required Lenders that the proceeds of such indemnifying party sale, transfer or other disposition shall be equal to or greater than ninety percent (90%) of the appraised value for the applicable property set forth on Schedule 6.05 hereto; a sale of the Corporate Headquarters; and other sales by the Borrower or any of its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, Subsidiaries which do not exceed $5,000,000 in any case, that contemplates such indemnifying party (applicable fiscal year or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed $10,000,000 in the aggregate 5% from and after the Effective Date; provided that all sales, transfers, leases and other dispositions permitted hereby (other than those permitted by clause (b) above) shall be made to unaffiliated third parties for fair value and, except for sellers' notes not exceeding twenty percent (20%) of the Adjusted Consolidated Net Tangible Assets sales price and which constitute investments permitted under Section 6.04 hereof, solely for cash consideration. Sale and Leaseback Transactions. Except as permitted under the provisions of Sections 6.05 and 6.14, the Company determined at Borrower will not, and will not permit any other Loan Party to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the time such Asset Sale is madesame purpose or purposes as the property sold or transferred.

Asset Sales. Not later than the fifth Business Day following the date of receipt by the Company or any other Group Member of any Net Cash Proceeds in respect of any Asset Sale, the Company shall prepay the Borrowings in an aggregate amount equal to such Net Cash Proceeds; provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Company may, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of a Responsible Officer of the Company to the effect that the Company intends to cause an amount equal to such Net Cash Proceeds (aor a portion thereof specified in such certificate) The to be reinvested in long-term productive assets of the general type used in the business of the Company will notand the other Group Members within 365 days after the receipt of such Net Cash Proceeds, and will certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing, in which case during such period the Company shall not cause be required to make such prepayment to the extent of the amount set forth in such certificate; provided further that any amount equal to such Net Cash Proceeds that are not so reinvested by the end of such period shall be applied to prepay the Borrowings promptly upon the expiration of such period. Any amount set forth in any such certificate shall, pending reinvestment or permit any Restricted Subsidiary toapplication to make a prepayment as provided in this Section 2.13(a), consummate any Asset Sale unless be, at the option of the Company, (i) held in a Deposit Account of the Company that is subject to a Control Agreement in favor of the Collateral Agent or (ii) applied to prepay outstanding revolving loans under the Existing Credit Agreement or any Replacement Facility (in which case an amount of the revolving commitments under the Existing Credit Agreement or such Restricted SubsidiaryReplacement Facility equal to the amount of the proceeds so applied shall be restricted and not available for credit extensions under the Existing Credit Agreement or such Replacement Facility other than for borrowings thereunder the proceeds of which are promptly reinvested or applied to make a prepayment as provided in this Section 2.13(a)). Notwithstanding the foregoing, any Net Cash Proceeds required to be applied to Borrowings pursuant to this Section 2.13(a) shall be applied ratably among the Loans and, to the extent required by the terms of the Existing Credit Agreement, any Replacement Facility or any Permitted Additional First Lien Debt then outstanding, the principal amount of Indebtedness under the Existing Credit Agreement, such Replacement Facility and/or such Permitted Additional First Lien Debt then outstanding, as the case may be, receives consideration at and the time of such Asset Sale at least equal to the Fair Market Value prepayment of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including Borrowings required pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securitiesthis Section 2.13(a) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madebe reduced accordingly.

Asset Sales. The Borrower shall not, and shall not permit any Material Subsidiary to, (a) The Company will notsell, and will not cause transfer, lease or permit otherwise dispose of all or any Restricted substantial portion of its assets or (b) sell, transfer, lease or otherwise dispose of any capital stock or other Equity Interest of any Subsidiary toto any Person or (c) as to a Material Subsidiary only, consummate issue its own Equity Interests, except that the Borrower (or any Asset Sale unless such Material Subsidiary) may sell, transfer or otherwise dispose of (i) pursuant to a Qualified Stock Agreement (or the Company issuance of Equity Interests in Radian Asset Assurance Inc. having equivalent effect), Equity Interests (but not such assets) of Radian Asset Assurance Inc. (and in connection therewith, of Radian Asset Securities Inc.) for consideration determined by the Board of Directors to be the fair market value thereof, (ii) Equity Interests of Xxxxxxx, for consideration determined by the Board of Directors to be the fair market value thereof, (iii) Equity Interests or assets of a Subsidiary to the Borrower or to another Subsidiary but only so long as, prior to any such Restricted Subsidiarysale, transfer or disposition, the Collateral Agent advises the Borrower in writing of its determination that such sale, transfer or disposition does not impair or otherwise adversely affect the Lien of the Security Documents or the prepayments (if, as and when they may thereafter occur) required pursuant to Section 2.11, and (iv) other assets, so long as the aggregate value of all assets sold pursuant to this clause (iv) does not exceed $10,000,000 in any Fiscal Year, in each instance so long as both immediately before and immediately after giving effect to such sale, no Default shall have occurred and be continuing; provided that this Section 6.05 shall not be construed to restrict the Borrower’s and its Subsidiaries’ (A) use of cash in the conduct of the business of, 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 and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company Borrower or a Restricted Subsidiary (other than liabilities of the Company or in a Restricted Subsidiary manner that are by their terms subordinated does not cause a Default to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) occur or (B) the Fair Market Value sale of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed financial assets, investment property and general intangibles held for investment (as defined above) in the aggregate 5% ordinary course of their business and consistent with past practice, and provided further that the Adjusted Consolidated Net Tangible Assets sale or issuance by Radian Asset Securities Inc. (or by another Subsidiary serving an equivalent function) of its perpetual preferred Equity Interests (or similar securities) pursuant to a ‘put’ to a money market committed preferred custodial trust affiliated with the Company determined at Borrower’s auction rate money market trust preferred ‘soft capital’ program as it exists on the time such Asset Sale is madeFirst Amendment Effective Date (or to another trust or Person under a similar program) shall be excluded from the restrictions of this Section 6.05.

Asset Sales. In the event of any sale, transfer, lease or other disposition of any assets or all or any material portion of any System (awhether singly or in a series of related transactions) The Company will nothereunder (excluding such sales, leases, transfers and will not cause or permit any Restricted Subsidiary toother disposition of assets in the ordinary course of business and Exchanges), consummate any Asset Sale unless (i) the Company or such Restricted SubsidiaryBorrower shall, 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 and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing such sale, lease, transfer or other disposition, make a repayment of the principal of the Loans equal to effect the Net Proceeds of such Asset Sale) sale, lease, transfer or other disposition; provided, however, that the Borrower shall not be required to make a repayment hereunder with respect to any such sale, lease, transfer and (ii) other disposition, (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result aggregate Net Proceeds of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liabilitydo not exceed $10,000,000, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value Net Proceeds of all forms which are used by the Borrower or its Restricted Subsidiaries within twelve (12) months from the receipt thereof by the Borrower or any of such consideration other than Permitted Consideration since its Restricted Subsidiaries in connection with an Acquisition in accordance with Section 7.5(b) hereof, the Issue Date does not exceed purchase of similar assets or which are used in a manner consented to by the aggregate 5% Majority Lenders. Any repayment hereunder shall be applied pro rata to the amount of the Adjusted Consolidated Net Tangible Assets Facility A Loans, Facility B Term Loans and, unless otherwise agreed by the Incremental Facility Lenders, the Incremental Facility Loans then outstanding. Any repayment of the Company determined at Facility A Loans outstanding shall be applied pro rata to the time Revolving Loans and the Facility A Term Loans then outstanding. Amounts applied to the Facility A Term Loans, the Facility B Term Loans and, unless otherwise agreed by the Incremental Facility Lenders, the Incremental Facility Loans shall be applied to the remaining payments under Section 2.7(a), Section 2.7(b) and as set forth in any Notice of Incremental Facility Commitment, respectively, on a pro rata basis. Amounts applied to the Revolving Loans hereunder shall permanently reduce the Revolving Loan Commitment on a dollar for dollar basis, with such Asset Sale is madereduction applied pro rata to the remaining reductions under Section 2.5 (b) hereof.

Asset Sales. (a) The Company will not, and will not cause or permit No later than the tenth Business Day following the date of actual receipt by any Restricted Subsidiary to, consummate Credit Party of any Net Asset Sale unless Proceeds in excess of $500,000 in the aggregate at any time following the Closing Date, Borrower shall prepay the Loans and/or the applicable Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, so long as no Default or Event of Default shall have occurred and be continuing, upon delivery of a written notice to Administrative Agent, Borrower shall have the option, directly or through one or more Subsidiaries, to invest Net Asset Sale Proceeds (the “Asset Sale Reinvestment Amounts”) in long-term productive assets of the general type used in the business of Borrower if such assets are purchased or constructed within 180 days following actual receipt of such Net Asset Sale Proceeds (and so long as any such individual or aggregate investment in the amount of $500,000 or more has been consented to by Administrative Agent and Required Lenders); provided further, pending any such reinvestment all Asset Sale Reinvestment Amounts shall, at the option of Borrower, be applied to prepay Revolving Loans to the extent then outstanding (without a reduction in Revolving Commitments) and, to the extent such Asset Sale Reinvestment Amounts exceed the amount required to prepay all such Revolving Loans, the balance thereof shall be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Administrative Agent. In the event that the Asset Sale Reinvestment Amounts are not reinvested by Borrower prior to the earlier of (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time last day of such Asset Sale at least equal to the Fair Market Value of the assets and property subject to such Asset Sale 180 day period (such Fair Market Value or, if committed to be determined on the date of contractually agreeing to effect such Asset Sale) so reinvested, within 365 days after actual receipt thereof), and (ii) (A) at least 75% the date of the consideration paid to the Company or such Restricted Subsidiary from occurrence of an Event of Default, Administrative Agent shall apply such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated Reinvestment Amounts to the Notes) Obligations as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or set forth in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeSection 2.15(b).

Asset Sales. The Borrowers covenant and agree that all proceeds derived from the sale or disposition (awhether voluntary or involuntary), or on account of damage or destruction, of Collateral consisting of real estate, furniture, fixtures, equipment or other fixed assets of the Borrowers shall be paid over to the Bank as and for a mandatory prepayment on the Term Note; provided that if at the time of receipt no amount is outstanding under the Term Note or the amount received is in excess of the amount necessary to prepay the Term Note in full, then such prepayment or excess (as appropriate) The Company will notshall be applied to the Revolving Note (or held by the Bank as collateral security for the Borrowers’ Obligations under the Applications if the Revolving Loans have been prepaid in full but Letters of Credit remain outstanding), subject to the Borrowers’ right to reborrow amounts so applied against the Revolving Credit in accordance with the terms and will not cause or permit any Restricted Subsidiary toconditions hereof; provided, consummate any Asset Sale unless however, that (i) the Company or such Restricted Subsidiary, foregoing provision shall be inapplicable to proceeds received by the Bank under the Collateral Documents if and so long as the case may beBorrowers have, receives consideration at the time of such Asset Sale at least equal pursuant to the Fair Market Value Collateral Documents, requested that the same be held by the Bank and disbursed for the restoration, repair or replacement of the assets and property subject to in respect of which such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) proceeds were received and (ii) no prepayment shall be required with respect to up to $100,000 of net proceeds (Ai.e., gross proceeds net of out-of-pocket expenses incurred in effecting the sale or other disposition) at least 75% received in any calendar year from the sale or other disposition of personal property Collateral which is worn out, obsolete or, in the good faith judgment of the consideration paid Borrowers, no longer necessary to the Company or efficient conduct of its business as then conducted. Any such Restricted Subsidiary from such Asset Sale and all other Asset Sales since prepayment applied to the Issue Date, on a cumulative basis, is outstanding principal balance of the Term Note shall be applied to the several installments thereof in the form inverse order of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including its maturity. Any prepayment of the Term Note made pursuant to Asset Swapsthis Section 3.7(c) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated shall not be subject to the Notes) as a result prepayment premium contained in Section 3.4 of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madethis Agreement.

Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (ix) the Company (or such the Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets and property subject to or Equity Interests issued or sold or otherwise disposed of; (y) such Asset Sale (such Fair Market Value to fair market value shall be determined on by the date Company's Board of contractually agreeing to effect such Asset SaleDirectors (whose good faith determination shall be conclusive) and evidenced by a Board Resolution set forth in an Officers' Certificate delivered to the Trustee; and (ii) (Az) at least 75% of the consideration paid to received therefor by the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, cash or Cash Equivalents; provided, Liquid Securitieshowever, Exchanged Properties that the amount of (including pursuant to Asset SwapsA) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the assumption by the acquiring Person of Indebtedness or other liabilities notes thereto), of the Company or a any Restricted Subsidiary (other than contingent liabilities of the Company or a Restricted Subsidiary and liabilities that are by their terms subordinated to the NotesNotes or any guarantee thereof) as that are assumed by the transferee of any such assets pursuant to a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold customary novation agreement that releases the Company or such Restricted Subsidiary harmless from further liability and against (B) any losssecurities, liability notes or cost in respect of such assumed liabilities accompanied other obligations received by the posting of a letter of credit (issued Company or any such Restricted Subsidiary from such transferee that are converted by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion) within 30 days of receipt thereof, shall be deemed to be cash for purposes of this provision. A transfer of assets by the full Company to a Wholly Owned Restricted Subsidiary or by a Wholly Owned Restricted Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary, and an issuance of Equity Interests by a Wholly Owned Restricted Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary, shall not be deemed to be an Asset Sale. Any Restricted Payment that is permitted by Section 4.07 hereof will not be deemed to be an Asset Sale. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may (a) apply the Net Proceeds from such Asset Sale, at its option, (i) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business, or Voting Stock of a Restricted Subsidiary engaged in a Permitted Business (other than any such Voting Stock owned or held by a Restricted Subsidiary), (ii) to make a capital expenditure, or (iii) to acquire other assets that are used or useful in a Permitted Business that have an expected useful life of one year or longer; (b) enter into a legally binding agreement to apply such Net Proceeds as described in the preceding clause (a) within six months after such agreement is entered into and apply such Net Proceeds in accordance with the terms of such agreement or the provisions of clause (a) above; provided that if such agreement terminates the Company shall have until the earlier of (i) 90 days after the date of such termination and (ii) six months after the date of the Asset Sale resulting in such Net Proceeds to effect such an application; or (c) to permanently repay (and reduce the commitments with respect to) Pari Passu Indebtedness. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from such Asset Sale that are not finally applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." Within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall commence an Asset Sale Offer pursuant to Section 3.09 hereof to all Holders of Notes and all holders of Pari Passu Indebtedness 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 (or, if applicable, accreted value) of Notes and such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, offer price in any case, that contemplates such indemnifying party (or its long term debt securities) failing cash in an amount equal to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5100% of the Adjusted Consolidated Net Tangible Assets Accreted Value thereof (or principal amount, if applicable, of such other Indebtedness) plus accrued and unpaid interest thereon to the date fixed for the closing of such offer, in accordance with the procedures set forth in Section 3.09 hereof. To the extent that the aggregate Accreted Value of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company determined at may use such difference for any purpose not otherwise prohibited by this Indenture. If the time aggregate Accreted Value of Notes and principal amount (or, if applicable, accreted value) of such other Pari Passu Indebtedness tendered into such Asset Sale is madeOffer 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 Accreted Value of Notes and principal amount (or, if applicable, accreted value) of such other Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be deemed to be reset at zero. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue of such conflict.

Asset Sales. No Loan Party will sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all of their Equity Interests in IMTT or Atlantic (or any Subsidiary of the Guarantor which is a direct or indirect holding company of IMTT or Atlantic) or permit the sale, transfer, lease or other disposition of all or substantially all of the assets of IMTT or Atlantic, except that such sales, transfers, leases or other dispositions shall be permitted; provided that (a) The Company will notno Lender shall have any obligation to make Revolving Loans hereunder during the period commencing with the consummation of such sale, transfer, lease or disposal and will not cause or permit any Restricted Subsidiary to, consummate any Asset Sale unless ending on the earlier of (iy) the Company or such Restricted Subsidiary, as date that the case may be, receives consideration at Revolving Loans are repaid and the time of such Asset Sale at least Commitments are permanently reduced by an amount equal to the Fair Market Value of the assets and property subject to such Asset Sale Net Cash Proceeds thereof (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Salewithout deducting for any reinvestment) and (iiz) the date that one of S&P or Mxxxx’x (Aif only one such rating agency then maintains a Debt Rating) or at least 75% two of S&P, Mxxxx’x and Fitch (if two or more such rating agencies then maintain a Debt Rating) reaffirms its respective Debt Rating after accounting for the consideration paid effects thereof (such period, the “Ratings Reaffirmation Period”) and (b) if (y) neither S&P nor Mxxxx’x then maintains a Debt Rating or (z) S&P or Mxxxx’x (if only one such rating agency then maintains a Debt Rating) or at least two of S&P, Mxxxx’x and Fitch (if two or more such rating agencies then maintain a Debt Rating), as applicable, does not reaffirm (or downgrades) its respective Debt Rating within 30 days of such sale or other disposition, the Net Cash Proceeds thereof (without deducting for any reinvestment) shall be applied (within 5 days thereafter) to repay the Revolving Loans and permanently reduce the Commitments; provided that if S&P or Mxxxx’x (if only one such rating agency then maintains a Debt Rating) or if at least two of S&P, Mxxxx’x and Fitch (if two or more such rating agencies then maintain a Debt Rating) reaffirms or upgrades its Debt Rating within 30 days of such sale or other disposition, such Net Cash Proceeds used to prepay Revolving Loans may be adjusted for any reinvestment pursuant to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form definition of cash, Net Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeProceeds.

Asset Sales. (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, consummate any Exercise of Asset Sale unless Rights. So long as no Notes or New Notes are Outstanding the Garnet Preferred Member may, at any time (x) following the occurrence of a Shareholder Trigger Event or a Specified Equity Event or (y) during an Extension Period, elect to cause (i) the Company sale of or realization upon one or more assets of Garnet, Amethyst and/or the Garnet Project Companies and/or (ii) the Distribution of Cash and/or proceeds of such Restricted Subsidiaryasset sales pursuant to Section 5.1(a) or 5.1(b) (as applicable) by delivering to the Managing Member (and, if the Garnet Common Member is not the Managing Member, the Garnet Common Member) an Asset Sale Notice and such Asset Sale Notice shall become effective to permit the sale of the assets specified therein on the 10th Business Day following delivery of such Asset Sale Notice; provided, however, that the Garnet Preferred Member may rescind such Asset Sale Notice by delivering to the Managing Member (and, if the Garnet Common Member is not the Managing Member, the Garnet Common Member) written notice of such rescission; and provided, further, that if an Irrevocable Election has been made by the Garnet Common Member and a Purchase Option Notice or a Retirement Notice has been delivered pursuant to the Diamond LLC Agreement or the Topaz LLC Agreement on or prior to such 10th Business Day, no Asset Sale Notice shall become effective to permit the sale of the assets specified therein until the day after the Purchase Date or Retirement Date, as the case may be, receives consideration at specified in such notice (and then if, but only if, such purchase or retirement is not consummated). Any such rescission shall not affect the time of such Garnet Preferred Member's right to deliver any subsequent Asset Sale at least equal to the Fair Market Value of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeNotice.

Asset Sales. No later than the first Business Day following the date of receipt by any Note Party or any of its Subsidiaries of any Net Asset Sale Proceeds (ait being understood that such Net Asset Sale Proceeds, if received on or after the Initial Note Date, shall be deposited into a Controlled Account on the same Business Day as receipt thereof), the Remaining Amount shall be reduced in an aggregate amount equal to such Net Asset Sale Proceeds; provided, that (i) The Company will notso long as no Default or Event of Default shall have occurred and be continuing, and will not cause or permit any Restricted Subsidiary to, consummate any (ii) to the extent that aggregate Net Asset Sale unless Proceeds from the Closing Date through the applicable date of determination do not exceed $500,000, upon delivery of a written notice to the Purchasers, Company shall have the option, directly or through one or more Subsidiaries, to invest Net Asset Sale Proceeds (the “Asset Sale Reinvestment Amounts”) in (1) long-term productive assets of the general type used in the business of Company if such assets are purchased or constructed within one hundred eighty (180) days following receipt of such Net Asset Sale Proceeds (and so long as any such individual or aggregate investment in the amount of $500,000 or more has been consented to by the Requisite Purchasers) or (2) Permitted Acquisitions if (x) a definitive purchase agreement with respect to such Permitted Acquisition is executed within one hundred twenty (120) days following receipt of such Net Asset Sale Proceeds and (y) the transaction contemplated by such purchase agreement is consummated within one hundred eighty (180) days of receipt thereof; provided further, pending any such reinvestment all Asset Sale Reinvestment Amounts shall, if requested by the Requisite Purchasers, be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to the Requisite Purchasers. In the event that the Asset Sale Reinvestment Amounts are not reinvested by Company prior to the earliest of (i) the Company or last day of such Restricted Subsidiaryone hundred twenty (120) day period (if, as with respect to a Permitted Acquisition, a definitive purchase agreement therefor has not been executed in accordance with the case may beother provisions of this Agreement), receives consideration at (ii) the time last day of such one hundred eighty (180) day period (if, with respect to a Permitted Acquisition, a definitive purchase agreement therefor has been executed but the transactions contemplated thereby have not been consummated in accordance with the other provisions of this Agreement), and (iii) the date of the occurrence of an Event of Default, such Asset Sale at least equal Reinvestment Amounts shall be applied to the Fair Market Value Obligations as set forth in Section 2.14(b). For the avoidance of doubt, if any Net Asset Sale Proceeds are received by any Note Party or any of its Subsidiaries prior to the payment in full and discharge of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary Xxxxxxx NPA Obligations (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of any contingent indemnification amounts for which no claim has been made), such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) Net Asset Sale Proceeds shall be applied as set forth in favor Section 2.13 of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeXxxxxxx NPA.

Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiary to, Subsidiaries to consummate any an Asset Sale unless (i) the Company (or such the Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date or Equity Interests issued or sold or otherwise disposed of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 7580% of the consideration paid to received therefor by the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash; provided, Cash Equivalentsthat the amount of (x) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a any Restricted Subsidiary (other than contingent liabilities of the Company or a Restricted Subsidiary and liabilities that are by their terms subordinated to the NotesNotes or any guarantee thereof) as that are assumed by the transferee of any such assets pursuant to a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold customary novation agreement that releases the Company or such Restricted Subsidiary harmless from further liability and against (y) any losssecurities, liability notes or cost in respect of such assumed liabilities accompanied other obligations received by the posting of a letter of credit Company or any such Restricted Subsidiary from such transferee that are contemporaneously (issued subject to ordinary settlement periods) converted by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision. Within 270 days after receipt of any Net Proceeds from an Asset Sale, the full Company may apply such Net Proceeds, at its option, (a) to repay or cause to be repaid Senior Debt, or (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. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from such Asset Sale that are not finally applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds --------------- exceeds $10.0 million, the Company shall be required to make an offer to all Holders of Notes (including Additional Notes) and all holders of pari passu Indebtedness containing provisions similar to those set forth in Section 3.09 hereof with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") to purchase a principal amount of Notes and ---------------- such other Indebtedness equal to the amount of such liabilities Excess Proceeds, at a purchase price equal to the amount in cash and for so long Common Stock payable by the Company pursuant to Section 3.07 as if such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication Notes were being redeemed by the Company on the date of a negative outlook or credit watch with negative implicationsthe applicable Asset Sale, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at accordance with the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed procedures set forth in Section 3.09 hereof and in the aggregate 5% documentation with respect to such other Indebtedness, respectively. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer (including that part of the Adjusted Consolidated Net Tangible Assets Excess Proceeds corresponding to the portion of the Company determined at the time purchase price payable in Common Stock under such Asset Sale is madeOffer), 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 allocable to the repurchase of the Notes (in relation to any other pari passu Indebtedness containing provisions similar to the provisions of Section 3.09 hereof), the Trustee shall select the Notes and such other Indebtedness 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. In determining the fair market value of any assets or Equity Interests issued, sold or otherwise disposed of, such determination shall be evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee if such fair market value exceeds $15.0 million.

Asset Sales. (a) The Company will not, and will not cause No later than the third Business Day following the date of receipt by the Borrower or permit any Restricted Subsidiary to, consummate of its Subsidiaries of any Net Asset Sale Proceeds of any Asset Sale unless (iother than the proceeds of any Disposition of all or substantially all of the assets of the Borrower and its Subsidiaries taken as a whole, which are governed by the “Change of Control” provisions of Section 8.01(k) and/or Section 7.04 hereof), the Company or such Restricted Subsidiary, Borrower shall prepay the Loans as the case may be, receives consideration at the time of such Asset Sale at least set forth in Section 2.05(b)(viii) below in an aggregate amount equal to the Fair Market Value Applicable Asset Sale Percentage of such Net Asset Sale Proceeds; provided that, so long as no Default or Event of Default shall have occurred and be continuing, no such prepayment shall be required upon the receipt of any Net Asset Sale Proceeds equal to or less than the Permitted Reinvestment Amount if, within 365 days after the receipt thereof, the Borrower (at its option and either directly or through one or more of its Subsidiaries) applies such Net Sale Asset Proceeds to (1) acquire all or substantially all of the assets and property subject of, or a majority of the voting Equity Interests of, a Permitted Business, (2) make a capital expenditure in a Permitted Business or (3) acquire other long-term assets that are used or useful in a Permitted Business. If any Net Asset Sale Proceeds other than the Applicable Asset Sale Percentage thereof is not paid to other Senior Lenders pursuant to provisions requiring the mandatory prepayment, or mandatory offer to repurchase or redeem, Indebtedness owed to such Senior Lenders, then (unless such proceeds are reinvested in accordance with the proviso in the immediately preceding sentence) the Borrower shall prepay the Loans as set forth in Section 2.05(b)(viii) below in an aggregate amount equal to the Remaining Asset Sale (such Fair Market Value to be determined on Proceeds no later than the third Business Day following the date on which it is determined that the Borrower or any of contractually agreeing its Subsidiaries is not required to effect such Asset Sale) and (ii) (A) at least 75% prepay, purchase or redeem any portion of the consideration paid to the Company or Indebtedness held by such Restricted Subsidiary from Senior Lenders with such Net Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeProceeds.

Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, consummate engage in any Asset Sale 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 (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date sold or otherwise disposed of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid therefor received by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents; provided, however, that the amount of (a) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the notes thereto) of the Company or such Restricted Subsidiary (other than liabilities that are by their terms subordinated in right of payment to the Notes) that are assumed by the transferee of any such assets and (b) any notes or other obligations received by the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary transferee that are immediately converted by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by into cash (to the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor extent of the cash received), shall be deemed to be cash for purposes of this provision. Within 360 days after any Asset Sale, the Company or may apply the Net Proceeds from such Asset Sale to (i) permanently reduce Senior Debt, (ii) permanently reduce Indebtedness of the Restricted Subsidiary for that sold properties or assets in the full Asset Sale, or (iii) acquire properties and assets to replace properties and assets that were the subject of the Asset Sale or properties and assets that will be used in the same or a similar line of business as the Company was engaged in on the date of this Indenture. Pending the final application of any such Net Proceeds, the Company may 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 as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate cumulative amount of such liabilities Excess Proceeds exceeds $10.0 million, the Company 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 (and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have not solely the amount in excess of $10.0 million), at an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, offer price in any case, that contemplates such indemnifying party (or its long term debt securities) failing cash in an amount equal to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5100% of the Adjusted Consolidated Net Tangible Assets principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, in accordance with the procedures set forth in this Indenture. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company determined may use such deficiency for general corporate purposes in any manner provided by 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 offer to purchase, the amount of Excess Proceeds shall be reset at the time such zero. The Asset Sale is made.Offer must be commenced within 30 days following the Asset Sale that triggers the Company's obligation to make the Asset Sale Offer and remain open for at least 30 and not more than 40 days (unless required by applicable law). The

Asset Sales. Not later than three (a3) The Company will not, and will not cause or permit Business Days following the receipt of any Restricted Subsidiary to, consummate Net Cash Proceeds of any Asset Sale unless (i) by the Designated Company or any of its Restricted Subsidiaries, the applicable Co-Borrowers shall make prepayments of the Term Loans in accordance with Section 2.10(g) and (h) in an aggregate amount equal to 100% of such Restricted SubsidiaryNet Cash Proceeds; provided, as the case may be, receives consideration that if at the time that any such prepayment would be required, such Co-Borrower is required to prepay or offer to repurchase Permitted First Priority Refinancing Debt or any Additional Senior Secured Indebtedness that is secured on a pari passu basis with the Secured Obligations pursuant to the terms of the documentation governing such Indebtedness with the Net Cash Proceeds of such Asset Sale at least equal to the Fair Market Value of the assets and property subject to such Asset Sale 106 972172.01-CHISR01A - MSW (such Fair Market Value Permitted First Priority Refinancing Debt or Additional Senior Secured Indebtedness required to be prepaid or offered to be so repurchased, “Other Applicable Indebtedness”), then such Co-Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% basis of the consideration paid aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of such net proceeds allocated to the Company or Other Applicable Indebtedness shall not exceed the amount of such Restricted Subsidiary from such Asset Sale and all other Asset Sales since Net Cash Proceeds required to be allocated to the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including Other Applicable Indebtedness pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company thereof, and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu amount, if any, of such absence Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of liabilitythe Term Loans and to the prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.10(c) shall be reduced accordingly; provided further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness prepaid or repurchased, the acquiring Person or its parent company agrees to indemnify declined amount shall promptly (and hold in any event within 10 Business Days after the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect date of such assumed liabilities accompanied by rejection) be applied to prepay the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) Term Loans in favor of accordance with the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is made.terms hereof; provided further that:

Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (i) the Company Company, or such the Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets and property subject or Equity Interests sold or otherwise disposed of (evidenced by a resolution of the Board of Directors of such entity set forth in an Officers' Certificate delivered to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset SaleTrustee) and (ii) (A) at least 75% of the consideration paid to therefor received by the Company or such Restricted Subsidiary from such the Asset Sale and Sale, plus all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, (A) cash or Cash Equivalents, Liquid Securities, Exchanged Properties Equivalents or (including pursuant B) properties and capital assets to Asset Swaps) or the assumption be used by the acquiring Company or any Restricted Subsidiary in the Oil and Gas Business, or Capital Stock of a Person engaged in the Oil and Gas Business which becomes a Wholly Owned Subsidiary of Indebtedness the Company, or other liabilities any combination thereof (collectively the "CASH CONSIDERATION"); provided, that the amount of (x) any liabilities, as shown on the Company's or such Restricted Subsidiary's most recent balance sheet, of the Company or a any Restricted Subsidiary (other than contingent liabilities of the Company or a Restricted Subsidiary and liabilities that are by their terms subordinated to the NotesNotes or any Subsidiary Guarantee) as that are assumed by the transferee of any such assets pursuant to (1) a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold customary novation agreement that releases the Company or such Restricted Subsidiary from further liability or (2) an assignment agreement that includes, in lieu of such a release, the agreement of the transferee or its parent company to indemnify and hold harmless the Company or such Restricted Subsidiary from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit liability (issued by a commercial bank provided, however, that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) and (“Permitted Consideration”y) any non Cash Consideration received by the Company or any such Restricted Subsidiary from such transferee that are converted into cash by the Company or such Restricted Subsidiary within 90 days after such Asset Sale, shall be deemed to be cash for purposes of this provision to the extent of the cash received. Notwithstanding the foregoing, the 75% limitation referred to above shall be deemed satisfied with respect to any Asset Sale in which the cash or Cash Equivalents portion of the consideration received therefrom, determined in accordance with the foregoing provision on an after-tax basis, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company (Bor the Restricted Subsidiary, as applicable) may apply, or enter into binding contracts (subject only to obtaining required governmental approvals) irrevocably committing the Company or the Restricted Subsidiary to apply, an amount equal to such Net Proceeds to an investment in another business, the making of a capital expenditure or the acquisition of other tangible assets, in each case in the Oil and Gas Business, or the Company (or the Restricted Subsidiary, as applicable) may apply such Net Proceeds to the permanent reduction of Senior Debt; provided, however, that pending application of an amount equal to such Net Proceeds pursuant to the preceding sentence, such Net Proceeds may be applied to temporarily reduce revolving credit indebtedness. The amount equal to (x) the Fair Market Value of all forms of such consideration other than Permitted Consideration since difference between the Issue Date does not exceed amount applied or invested or committed to be applied or invested, as provided in the preceding sentence of this paragraph and (y) the then aggregate 5amount of Net Proceeds from Asset Sales will be deemed to constitute "EXCESS PROCEEDS." On or prior to the 361st day after an Asset Sale, if the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall make an offer to all Holders of Notes and, to the extent required by the terms thereof, to all holders or lenders of Pari Passu Indebtedness (an "ASSET SALE OFFER") to purchase the maximum principal amount of Notes and any such 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 100% of the Adjusted Consolidated Net Tangible Assets principal amount (or accreted value in the case of Pari Passu Indebtedness issued with significant original issue discount) thereof plus accrued and unpaid interest and, with respect to the Notes or similar securities, Liquidated Damages or comparable amounts in the case of similar securities, if any, thereon to the date of purchase, in accordance with the procedures set forth below in this Section 4.10 or the agreements governing the Pari Passu Indebtedness, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Indebtedness surrendered by holders or lenders thereof, collectively, exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the Company determined at aggregate principal amount of tendered Notes and the time aggregate principal amount (or accreted value in the case of Pari Passu Indebtedness issued with significant original issue discount) of Pari Passu Indebtedness. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. In the event that the Company shall be required to commence an Asset Sale Offer, it shall follow the procedures specified below. The Asset Sale Offer will remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is made.required by applicable law (the "ASSET SALE OFFER PERIOD"). No later than five Business Days after the termination of the Asset Sale Offer Period (the "ASSET SALE PURCHASE DATE"), the Company will purchase the principal amount of Notes and Pari Passu Indebtedness required to be purchased pursuant to this Section 4.10 (the "ASSET SALE OFFER AMOUNT") or, if less than the Asset Sale Offer Amount has been so validly tendered, all Notes and Pari Passu Indebtedness validly tendered in response to the Asset Sale Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made on the Notes and Pari Passu Indebtedness, respectively. If the Asset Sale Purchase Date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest and Liquidated Damages, if any, will be paid to the Person in whose name a Note is registered at the close of business on such Regular Record Date, and no additional interest or Liquidated Damages will be payable to Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders of Notes, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such holders or lenders, as the case may be, to tender Notes pursuant to the Asset Sale Offer. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Asset Sales. Reduction Event" shall include the following (aeach, a "Reduction Event Asset Sale"): any sale, lease or other disposition (including without limitation (x) The Company will notany such transaction effected by way of merger or consolidation, and will (y) any sale-leaseback transaction whether or not cause involving a capitalized lease) by the Borrower or permit any Restricted Subsidiary to, consummate of its Subsidiaries of any Asset Sale unless property (i) including without limitation any capital stock or other equity interest held by the Company Borrower or such Restricted Subsidiary), as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) but excluding (A) at least 75% any disposition to the Borrower or to a Subsidiary of the consideration paid to the Company Borrower, (B) any sale, transfer or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is disposition in the form ordinary course of cash, Cash Equivalents, Liquid Securities, Exchanged Properties business of inventory or of obsolete equipment or equipment which has been replaced by upgraded equipment (including pursuant to Asset Swaps) or the assumption by the acquiring Person it being understood that dispositions of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) equipment which has become redundant as a result of which the Company and Acquisition or any other acquisition of a business shall not be deemed to be in the remaining Restricted Subsidiaries are no longer liable for such liabilities ordinary course), (C) any sale, lease or other disposition (or series of related sales, leases or other dispositions), other than an Asset Securitization Transfer, the Net Proceeds of which do not exceed $5,000,000, (D) any leases of tangible personal property entered into in lieu the ordinary course of business, (E) any sale, transfer or other disposition of temporary cash investments in the ordinary course of business, (F) any sale, transfer or other disposition of any property (other than an Asset Securitization Transfer) if the Borrower notifies the Administrative Agent promptly after the receipt of the Net Proceeds thereof that such proceeds will be used by the Borrower and its Subsidiaries to purchase similar properties within twelve months after the date of such absence notice, but only to the extent such proceeds are actually so used, (G) any sale, transfer or other disposition of liabilityany Margin Stock for fair value on or before the Merger Date (provided, that if the acquiring Person proceeds thereof are not applied to the Loan Obligations, they will be held as cash or its parent company agrees to indemnify and hold cash equivalent investments), (H) any disposition in a Reduction Event described in Section 2.07(b)(iii), (I) any leases or subleases of unoccupied space, (J) any factoring of trade receivables originated by a Foreign Subsidiary; provided, that the Company or such Restricted Subsidiary harmless aggregate amount of all transactions described in this clause (J) from and against after the date hereof shall not exceed $25,000,000 (or the equivalent in any losscurrency at any time), liability and (K) any Asset Securitization Transfer representing the reinvestment of cash collections from accounts or cost in respect notes receivable or interests therein which have been previously the subject of an Asset Securitization Transfer, but only to the extent of such assumed liabilities accompanied by reinvestment of cash collections. The "Reduction Event Application Amount" corresponding to the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) foregoing Reduction Event shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5be 100% of the Adjusted Consolidated Net Tangible Assets of Proceeds thereof. The "Reduction Event Date" corresponding to the Company determined at foregoing Reduction Event shall be five Business Days after the time Borrower or its Subsidiaries receives Net Proceeds from such Asset Sale is madeevent.

Asset Sales. (a) The No later than the first Business Day following the date of receipt by Company will not, and will not cause or permit any Restricted Subsidiary to, consummate of its Subsidiaries of any Net Asset Sale unless Proceeds, Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, (i) the Company so long as no Default or such Restricted SubsidiaryEvent of Default shall have occurred and be continuing, 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 and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) to the extent that aggregate Net Asset Sale Proceeds from the Closing Date through the applicable date of determination do not exceed $10,000,000 in the aggregate, Company shall have the option, directly or through one or more of its Subsidiaries, to invest or commit to invest Net Asset Sale Proceeds within one hundred eighty (A180) at least 75% days of receipt thereof in long-term productive assets of the consideration paid general type used in the business of Company and its Subsidiaries; provided further, pending any such investment all such Net Asset Sale Proceeds shall be applied to prepay Revolving Loans to the Company or such Restricted Subsidiary from such extent outstanding (without a reduction in Revolving Commitments); provided, further that, with respect to an Asset Sale and all other of any asset owned by a Foreign Subsidiary, any Net Asset Sales since Sale Proceeds in respect thereof which have not been reinvested or committed to be reinvested (the Issue Date"Unreinvested Net Asset Sale Proceeds") shall be applied (i) first, on a cumulative basis, is to the extent such Unreinvested Net Asset Sale Proceeds may be repatriated to the United States without in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities reasonable judgment of the Company or resulting in a Restricted Subsidiary (other than liabilities of the material tax liability to Company or a Restricted Subsidiary that are by their terms subordinated in relation to the Notesamount of proceeds to be repatriated, to prepay the Loans and/or permanently reduce the Revolving Commitments as set forth in Section 2.15(b), (ii) as a result second, to the extent of which the Company and the any remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu portion of such absence of liabilityUnreinvested Net Asset Sale Proceeds, to finance the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect general corporate purposes of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Foreign Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value aggregate of all forms of such consideration other than Permitted Consideration since amounts so applied by all Foreign Subsidiaries with respect to Asset Sales consummated after the Issue Closing Date does not exceed $5,000,000, and (iii) third, to the extent of any remaining portion of such Unreinvested Net Asset Sale Proceeds, to prepay the Loans and/or reduce the Revolving Commitments as set forth in the aggregate 5% Section 2.15(b). Concurrently with any determination by Company that any portion of any Unreinvested Net Asset Sale Proceeds of any Foreign Subsidiary will be applied as described in clause (ii) of the Adjusted Consolidated immediately preceding proviso, Company shall deliver to Agent an Officers' Certificate (w) certifying that such Unreinvested Net Tangible Assets Asset Sale Proceeds cannot be repatriated to the United States without resulting in a material tax liability to Company and the reasons therefore, (y) specifying the amount of Unreinvested Net Asset Sale Proceeds to be retained by such Foreign Subsidiary as described in said clause (ii) and the cumulative aggregate amount of all such Unreinvested Net Asset Sale Proceeds so retained by all Foreign Subsidiaries since the date of this Agreement and (z) demonstrating the derivation of the Company determined at the time such Unreinvested Net Asset Sale is madeProceeds of the correlative Asset Sale from the gross sales price thereof.

Asset Sales. (aI) The No later than the first Business Day following the date of receipt by Company will not, and will not cause or permit any Restricted Subsidiary to, consummate of its Subsidiaries of any Net Asset Sale unless Proceeds (other than Formation Divestiture Proceeds), Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, (i) so long as no Default or Event of Default shall have occurred and be continuing, and (ii) to the extent that aggregate Net Asset Sale Proceeds allocated for investment pursuant to this clause (ii) but not yet so reinvested do not exceed $5,000,000, Company shall have the option, directly or through one or more of its Guarantor Subsidiaries, to invest Net Asset Sale Proceeds (other than Formation Divestiture Proceeds) within one hundred eighty (180) days of receipt thereof in long-term useful assets of the general type used in the business of Company and its Guarantor Subsidiaries (provided that "long-term" assets for such Restricted Subsidiarypurpose shall mean any property having a remaining useful life of at least 5 years) or in IT Reinvestment Property (provided that the aggregate amount of all such investments in IT Reinvestment Property shall not exceed $10,000,000); provided further, as that pending any such investment all such Net Asset Sale Proceeds shall be applied to prepay Revolving Loans to the case may be, receives consideration at extent outstanding on the time date of such Asset Sale at least equal to (without a reduction in Revolving Commitments); (II) no later than the Fair Market Value of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on first Business Day following the date of contractually agreeing receipt by the Company or any of its Subsidiaries of any Formation Divestiture Proceeds, Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.15(b) in an aggregate amount equal to effect such Asset SaleFormation Divestiture Proceeds (or, in the case of any Formation Divestiture Proceeds received on or prior to the Third Amendment Primary Effective Date, an amount equal to such proceeds less the sum of the Formation Transaction Cost Reserve and the Westchester Prepayment Reserve); provided, however, that (i) so long as no Default or Event of Default shall have occurred and be continuing and (ii) contemporaneously with the Westchester Prepayment, Mariner Health Care of Nashville, Inc. executes a Mortgage on the Westchester Property pursuant to Section 5.11, Company may apply up to $5,100,000 of Formation Divestiture Proceeds to make the Westchester Prepayment; provided further, that to the extent such Formation Divestiture Proceeds constitute Formation Promissory Note Interest Proceeds, commencing on April 1, 2004 and continuing thereafter on each October 1 and April 1 until the Formation Promissory Note has been paid in full, Company shall prepay the Loans and/or the Revolving Commitments shall be reduced as set forth in Section 2.15(b) in an amount equal to all such Formation Promissory Note Interest Proceeds received during the immediately preceding six-month period; and (AIII) at least 75% no later than 65 days following the Third Amendment Secondary Effective Date, the Company shall prepay the Loans and/or the Revolving Commitments shall be reduced as set forth in Section 2.15(b) in an amount equal to, without duplication, the sum of (1) the excess, if any, of the consideration Formation Transaction Cost Reserve over the bona fide direct costs incurred in connection with the Formation Divestitures (which bona fide direct costs may include, without duplication, the Company's reasonable projection of such costs to be incurred in connection with any Delayed Formation Divestiture that has not theretofore occurred provided that such projection is reasonably satisfactory to the Administrative Agent), and (2) the excess, if any, of the Westchester Prepayment Reserve over the amount actually paid to by the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since Mariner Health Care of Nashville, Inc. to or for the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities account of the Company or a Restricted Subsidiary (other than liabilities holder of the Company or a Restricted Subsidiary that are by their terms subordinated Westchester Mortgage to effectuate the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeWestchester Prepayment.

Asset Sales. No later than five (a5) The Company will not, and will not cause Business Days following the date of receipt by Parent Borrower or permit any Restricted Subsidiary to, consummate of its Subsidiaries of any Net Asset Sale unless Proceeds, Parent Borrower shall prepay the Term Loans in an aggregate amount equal to such Net Asset Sale Proceeds; provided that, so long as no Default or Event of Default shall have occurred and be continuing, upon delivery of a written notice to Administrative Agent, Parent Borrower shall have the option, directly or through one or more Subsidiaries, to invest such Net Asset Sale Proceeds (ithe “Asset Sale Reinvestment Amounts”) in long-term productive assets (excluding capital expenditures) of the Company general type used in the existing lines of business of Parent Borrower if such assets are purchased or constructed within one hundred eighty (180) days following receipt of such Restricted SubsidiaryNet Asset Sale Proceeds; provided further that to the extent such Net Asset Sale Proceeds result from Collateral, as the case may beParent Borrower will reinvest such Net Asset Sale Proceeds in Collateral; provided further, receives consideration at the time of pending any such reinvestment such Asset Sale Reinvestment Amounts shall be held at least equal all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Administrative Agent. In the event that the Asset Sale Reinvestment Amounts are not reinvested prior to the Fair Market Value last day of the assets and property subject to such one hundred eighty (180) day period, Administrative Agent shall apply such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid Reinvestment Amounts to the Company or Obligations as set forth in Section 2.11(b); provided, that, notwithstanding the foregoing, in no event shall Parent Borrower be entitled to invest any such Restricted Subsidiary from such Net Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form Proceeds of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including any Specified Divestiture pursuant to Asset Swapsthis Section 2.10(a) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liabilityand, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount avoidance of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with doubt, no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeProceeds of any Specified Divestiture shall constitute Asset Sale Reinvestment Amounts.

Asset Sales. (a) The Company will not, and will not cause If the Borrower or permit any Restricted Subsidiary to, consummate shall at any time or from time to time make any Asset Sale unless or shall suffer an Event of Loss resulting in Net Available Cash in excess of $250,000,000 (ithe “Asset Sale Threshold”) in the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of aggregate for all such Asset Sale at least Sales or Events of Loss (other than as a result of proceeds pending investment or reinvestment pursuant the proviso hereto), the Borrower shall prepay the Loans in an aggregate amount equal to the Fair Market Value of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75100% of the consideration paid amount of all such Net Available Cash in excess of the Asset Sale Threshold; provided that, in the case of each Asset Sale and Event of Loss, if the Borrower notifies the Administrative Agent within three (3) months of the applicable Asset Sale or receipt of Net Available Cash from an Event of Loss (the “Reinvestment Notice”) that the Borrower or the applicable Subsidiary intends to invest or reinvest, as applicable, within three (3) months of the delivery of such Reinvestment Notice (the “Reinvestment Option Period”) the Net Available Cash thereof in any assets to be used by the Borrower or its Subsidiaries in its business (the “Reinvested Deferred Amount”), then the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Reinvested Deferred Amount to the Company extent such Reinvested Deferred Amount is actually invested or reinvested within such Restricted Subsidiary Reinvestment Option Period; provided, however, that (x) if a Reinvestment Notice is not delivered within three months of the applicable Asset Sale or Event of Loss, the Borrower shall promptly prepay the Loans in the amount of such Net Available Cash from such Asset Sale or such Event of Loss, and all other Asset Sales since (y) if any Reinvested Deferred Amount has not been so invested or reinvested prior to the Issue Dateexpiration of the Reinvestment Option Period, on a cumulative basis, is the Borrower shall promptly prepay the Loans in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for Reinvested Deferred Amount in excess of the amount specified above not so long as such liabilities remain outstanding unless such indemnifying party (invested or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implicationsreinvested; provided, in any casefurther, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) if, at the time that any such prepayment would be required hereunder, the indemnity Borrower is entered intorequired to redeem, repurchase, prepay or offer to repurchase any other Indebtedness secured on a pari passu basis with the Obligations pursuant to the terms of the documentation governing such Indebtedness with such Net Available Cash (such Indebtedness required to be prepaid or offered to be so repurchased, the “Other Applicable Indebtedness”), then the Borrower may apply such Net Available Cash on a pro rata basis to the prepayment of the Loans and to the redemption, repurchase or prepayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Loans and Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) (“Permitted Consideration”) or (B) at such time; provided that the Fair Market Value of all forms portion of such consideration other than Permitted Consideration since Net Available Cash allocated to the Issue Date does Other Applicable Indebtedness shall not exceed in the aggregate 5% amount of such Net Available Cash required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, provided, further, that to the extent the holders of the Adjusted Consolidated Net Tangible Assets Other Applicable Indebtedness decline to have such Indebtedness prepaid, redeemed or repurchased, the declined amount shall promptly be applied to prepay the Loans in accordance with the terms hereof. The amount of each such prepayment shall be applied to the Company determined at the time such Asset Sale is madeoutstanding Loans until paid in full.

Asset Sales. (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, consummate make any Asset Sale unless Disposition, except (i) the Asset Dispositions described on Schedule 11.6 hereof, (ii) additional Asset Dispositions of the Company and its Subsidiaries (other than BST and its Subsidiaries) in an aggregate amount (excluding the amount of any Asset Dispositions described on Schedule 11.6) based on Fair Market Value not to exceed: (a) with respect to the period from the Closing Date through December 31, 2007, $6,420,000, or (b) during any fiscal year thereafter, $11,000,000, and with respect to which, subject to the mandatory prepayment provisions set forth in Section 9.3, the Company or such Restricted SubsidiarySubsidiary intends to apply the Net Proceeds Amount arising from any such Transfer under clauses (a) or (b) hereof to a Debt Prepayment Application or to reinvestments in the Company or such Subsidiary (in the form of capital expenditures or otherwise) within 365 days after such Transfer, as and the case may beCompany or such Subsidiary applies such Net Proceeds Amount within such period, receives consideration at (iii) Asset Dispositions constituting part of the time ASCI Reorganization, and (iv) Asset Dispositions of such Asset Sale at least equal to the BST and its Subsidiaries in an aggregate amount based on Fair Market Value not to exceed €4,000,000 per fiscal year of BST. Notwithstanding the assets foregoing, the Company will not, and property subject will not permit any Subsidiary to, make any Asset Disposition to any Project Subsidiary (other than any Asset Disposition consisting of an equity Investment in, or loan constituting WLR Subordinated Indebtedness to, any such Asset Sale Project Subsidiary, by (such Fair Market Value to be determined i) WLR or any WLR Affiliate or (ii) the Company with the proceeds of an equity Investment in, or loan constituting WLR Subordinated Indebtedness to, the Company by WLR or any WLR Affiliate) if, on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Dateproposed Transfer, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost default then exists in respect of any Indebtedness owing by such assumed liabilities accompanied by Project Subsidiary. Notwithstanding anything to the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of contrary herein, the Company will not make any Asset Disposition or such Restricted Subsidiary for the full amount Transfer of such liabilities and for so long any Pledged Collateral (as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed defined in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madePledge Agreement).”

Asset Sales. (a) The Company Borrower will not, and will not cause or permit any Restricted Subsidiary its Subsidiaries to, consummate sell, transfer or otherwise dispose of any material asset to a Person that is not a Wholly Owned Subsidiary other than pursuant to a bona fide arm’s length transaction or, with respect to transactions subject to §8.13, as permitted by §8.13. Neither Borrower nor any Subsidiary thereof shall sell, transfer or otherwise dispose of any Real Estate in one transaction or a series of transactions during any four (4) consecutive fiscal quarters in excess of an amount equal to thirty-five percent (35%) of Gross Asset Sale unless Value, except (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time result of such Asset Sale at least equal to the Fair Market Value of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) a condemnation or casualty and (ii) (A) at least 75for the granting of Permitted Liens. For the purpose of calculating the 35% threshold in the preceding sentence, in the event of any sale, transfer or other disposition of any Real Estate by Borrower or any Subsidiary to any Person which is not a Wholly Owned Subsidiary of Borrower, only the portion of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is Real Estate in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) which Borrower or the assumption by transferring Subsidiary does not retain an interest shall be counted toward such threshold. A transfer from Borrower to a Wholly Owned Subsidiary of Borrower or among Wholly Owned Subsidiaries of Borrower shall not count against the acquiring Person of Indebtedness thirty-five percent (35%) limit. Notwithstanding the foregoing or any other liabilities provision of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liabilityLoan Documents, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its the Grizzly Credit Agreement is in effect, Grizzly Ventures LLC may sell the Grizzly Property, and/or so long term debt securities) shall have an Investment Grade Rating (with no indication as the Fox Credit Agreement is in effect Fox Properties LLC may sell the Fox Property, for a purchase price conclusively determined in good faith by the board of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing directors of REIT to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms be fair market value of such property under the circumstances provided that at least seventy-five percent (75%) of the consideration is cash or the assumption of debt by the buyer and the proceeds are used to repay the principal, interest and other than Permitted Consideration since obligations due under the Issue Date does not exceed Grizzly Credit Agreement or the Fox Credit Agreement, as applicable, with any excess applied to other secured debt, reinvested in the aggregate 5% of business or used to offer to repay the Adjusted Consolidated Net Tangible Assets of Obligations and the Company determined at the time such Asset Sale is madeSenior Notes.

Asset Sales. (a) The Company will shall not, and will shall not cause or permit any Restricted Subsidiary of its Subsidiaries to, consummate any an Asset Sale unless (i) the Company (or such Restricted the 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 (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. In the event that the Company consummates an Asset Sale involving all or substantially all of the assets of the Company and property subject its Subsidiaries (a "Company Sale"), within 30 days after the receipt of the proceeds of such Asset Sale, the Company shall make an offer (pro rata in proportion to the principal amount (or accreted value, if applicable) outstanding in respect of any assets sale offer required by the terms of any pari passu Indebtedness incurred in accordance with the Indenture) to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that may be purchased out of the proceeds of such Asset Sale, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued-and unpaid interest to the date of purchase, in accordance with the procedures set forth herein. To the extent that any proceeds remain after consummation of an Asset Sale Offer, the Company may use such proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer surrendered by Holders thereof (such Fair Market Value to be determined on and any pari passu Indebtedness, as aforesaid) exceeds the date amount of contractually agreeing to effect the proceeds of such Asset Sale) and (ii) (A) at least 75% of , the consideration paid Trustee shall select the Notes to be purchased on a pro rata basis. Notwithstanding anything to the contrary provided herein, in the event of an Asset Sale that is not a Company or such Restricted Subsidiary Sale, the Company may use the proceeds from such sale to (a) make an Asset Sale and all other Asset Sales since the Issue DateOffer, on a cumulative basis, is (b) repurchase Notes in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties open market transactions and/or (including pursuant to Asset Swapsc) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or invest in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeBusinesses.

Asset Sales. No later than the first Business Day following the date of receipt by any Credit Party or any of its Subsidiaries of any Net Asset Sale Proceeds (ait being understood that such Net Asset Sale Proceeds shall be deposited into a Controlled Account on the same Business Day as receipt thereof), Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b) The Company will notin an aggregate amount equal to such Net Asset Sale Proceeds; provided, that (i) so long as no Default or Event of Default shall have occurred and be continuing, and will not cause or permit any Restricted Subsidiary to, consummate any (ii) to the extent that aggregate Net Asset Sale Proceeds from the Closing Date through the applicable date of determination do not exceed $250,0001,500,000 in any twelve consecutive month period, upon delivery of a written notice to Administrative Agent, Company shall have the option, directly or through one or more Subsidiaries, to invest Net Asset Sale Proceeds (the “Asset Sale Reinvestment Amounts”) in long-term productive assets of the general type used in the business of Company if such assets are purchased or constructed within onetwo hundred eightyseventy (180270) days following receipt of such Net Asset Sale Proceeds (and so long as any such individual or aggregate investment in the amount of $250,0001,500,000 or more in any twelve consecutive month period has been consented to by Administrative Agent and Required Lenders); provided further, pending any such reinvestment all Asset Sale Reinvestment Amounts shall be applied to prepay Revolving Loans to the extent then outstanding (without a reduction in Revolving Commitments) and, to the extent such Asset Sale Reinvestment Amounts exceed the amount required to prepay all such Revolving Loans, the balance thereof shall, if requested by Administrative Agent, be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Administrative Agent.Notwithstanding the foregoing, with respect to the Las Vegas Termination Payments, the Company shall be required to prepay the Obligations by an amount equal to the Las Vegas Excess Termination Payments in accordance with Section 2.14(b) (in lieu of reinvestment), unless the Company has notified the Administrative Agent, in writing and prior to 30 days after receipt by Holdings or its Subsidiaries of any Las Vegas Termination Payments, of the specific investment into which such Las Vegas Excess Termination Payments shall be re-invested, in which case, the Las Vegas Excess Termination Payments may be reinvested in accordance with this Section 2.13(a) in such designated specific investment (or applied to prepay the Obligations in accordance with this Section 2.13(a)). In the event that the Asset Sale Reinvestment Amounts are not reinvested by Company prior to the earlier of (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time last day of such Asset Sale at least equal to the Fair Market Value of the assets and property subject to such Asset Sale onetwo hundred eightyseventy (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale180270) day period, and (ii) (A) at least 75% the date of the consideration paid to the Company or such Restricted Subsidiary from occurrence of an Event of Default, Administrative Agent shall apply such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated Reinvestment Amounts to the Notes) Obligations as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or set forth in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeSection 2.14(b).

Asset Sales. (a) The Company will notEach First Lien Priority Representative, for itself and on behalf of each other First Lien Priority Debt Party represented by it, agrees that it will not cause object to or permit oppose (or join in, or support, any Restricted Subsidiary toother objection or opposition by any other Person), consummate a motion to sell, liquidate, or otherwise dispose of Collateral under Section 363 or Section 1129 of the Bankruptcy Code, or support any Asset Sale unless other proposal or bid to purchase such Collateral by any other Person, if the requisite Super Senior Secured Parties have consented to such sale, liquidation, or other disposition so long as it provides (i) to the Company extent such sale or such Restricted Subsidiaryother disposition is to be free and clear of Liens, that the Liens securing the Super Senior Obligations and the First Lien Priority Debt Obligations will attach to the proceeds of the sale or other disposition on the same basis of priority as the case may be, receives consideration at Liens on the time of such Asset Sale at least equal Shared Collateral securing the Super Senior Obligations rank to the Fair Market Value of the assets and property subject to such Asset Sale (such Fair Market Value to be determined Liens on the date of contractually agreeing Shared Collateral securing the First Lien Priority Debt Obligations pursuant to effect such Asset Sale) and this Agreement, (ii) that either (A) at least 75% the net Proceeds of the consideration paid to the Company such sale or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including disposition shall be applied pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) Section 4.01 or (B) the Fair Market Value Liens securing the Super Senior Obligations and the First Lien Priority Debt Obligations will attach to the proceeds of all forms the sale or other disposition on the same basis of priority as the Liens on the Shared Collateral securing the Super Senior Obligations rank to the Liens on the Shared Collateral securing the First Lien Priority Debt Obligations pursuant to this Agreement, and (iii) that such sale or other disposition shall be made pursuant to a process or procedures that have been approved by the Bankruptcy Court. Any First Lien Priority Debt Parties may bid for or purchase Shared Collateral at any public, private, or judicial foreclosure upon such Shared Collateral initiated by any Super Senior Secured Party or any other Person, or any sale of Shared Collateral during an Insolvency or Liquidation Proceeding so long as (x) no Super Senior Secured Party has submitted a bid or other proposal (or has consented to a bid or other proposal from any other Person) in connection with such public or judicial foreclosure, and (y) such credit bid (including under Section 363(k) of the Bankruptcy Code) provides for the payment in full in cash of the Super Senior Aggregate Obligations at the closing of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madesale.

Asset Sales. (a) The Company will not, Each of Borrower and will the Guarantors hereby agree that Borrower and the Guarantors shall not cause or permit any Restricted Subsidiary toof its Subsidiaries, until satisfaction in full of the Obligations and termination of this Agreement, to consummate any an Asset Sale unless (ix) with respect to Asset Sales by any Guarantor an amount equal to the Company Net Cash Proceeds therefrom is (A) applied to repay the Obligations in such order as Lender may determine, (B) used to make cash payments in the ordinary course of business and consistent with past practices that are not otherwise prohibited by this Agreement, provided, however, that the aggregate amount so used pursuant to this clause (B) from and after the Effective Date does not exceed $2 million (without duplication of amounts used for Capital Expenditures in accordance with clause (C) of this Section 6.2 below), or such Restricted Subsidiary, as (C) used for Capital Expenditures in a Related Business within 180 days after the case may be, receives consideration at the time date of such Asset Sale at least or used to reimburse Borrower and its Subsidiaries for Capital Expenditures made prior to such Asset Sale, or (y) with respect to proposed Asset Sales by Borrower resulting in Net Cash Proceeds which, when aggregated with the Net Cash Proceeds of all other Asset Sales in the same fiscal year (other than Asset Sales to which Lender has consented hereunder) exceeds $3 million in such fiscal year, such Asset Sale shall not be consummated unless Lender shall have given its prior written consent and Borrower shall deposit with Lender an amount equal to the Fair Market Value amount of such Net Cash Proceeds in excess of $1,000,000, to be held as cash collateral for the assets and property subject Obligations. Absent the existence of an Event of Default, Lender shall release such cash collateral in an amount (i) which Borrower certifies to Lender was previously expended by Borrower for Capital Expenditures by Borrower prior to such Asset Sale and such expended amount has not been previously reimbursed to Borrower, or (such Fair Market Value to be determined on ii) which represents the imminent expenditure of funds by Borrower for Capital Expenditures in a Related Business within 180 days after the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since upon the Issue Date, on a cumulative basis, is in the form receipt by Lender of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant proof reasonably satisfactory to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu Lender of such absence imminent expenditure of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madefunds.

Asset Sales. Not later than three (a3) The Company will not, and will not cause or permit Business Days following the receipt of any Restricted Subsidiary to, consummate Net Cash Proceeds of any Asset Sale unless (i) by the Designated Company or any of its Restricted Subsidiaries, the applicable Co-Borrowers shall make prepayments of the Term Loans in accordance with Section 2.10(g) and (h) in an aggregate amount equal to 100% of such Restricted SubsidiaryNet Cash Proceeds; provided, as the case may be, receives consideration that if at the time of that any such prepayment would be required, such Co-Borrower is required to prepay or offer to repurchase (x) Permitted Short Term Indebtedness, solely to the extent that such Asset Sale at least equal constitutes a Specified Divestiture, (y) Permitted First Priority Refinancing Debt, or (z) any Additional Senior Secured Indebtedness that is secured on a pari passu basis with the Secured Obligations pursuant to the Fair Market Value terms of the assets and property subject to documentation governing such Indebtedness, in the case of clauses (x) through (z), with the Net Cash Proceeds of such Asset Sale (such Fair Market Value Permitted Short Term Indebtedness, Permitted First Priority Refinancing Debt or Additional Senior Secured Indebtedness required to be prepaid or offered to be so repurchased, “Other Applicable Indebtedness”), then such Co-Borrower shall apply such Net Cash Proceeds on a pro rata basis (determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% basis of the consideration paid aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of such net proceeds allocated to the Company or Other Applicable Indebtedness shall not exceed the amount of such Restricted Subsidiary from such Asset Sale and all other Asset Sales since Net Cash Proceeds required to be allocated to the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including Other Applicable Indebtedness pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company thereof, and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu amount, if any, of such absence Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of liabilitythe Term Loans and to the prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.10(c) shall be reduced accordingly; provided further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness prepaid or repurchased, the acquiring Person or its parent company agrees to indemnify declined amount shall promptly (and hold in any event within 10 Business 115 Days after the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect date of such assumed liabilities accompanied by rejection) be applied to prepay the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) Term Loans in favor of accordance with the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is made.terms hereof; provided further that:

Asset Sales. The Term Agents agree, on behalf of themselves and the Term Secured Parties, that they will not oppose (a) The Company will not, and will not cause or permit support any Restricted Subsidiary other Person in opposing), and hereby consent to, consummate any Asset Sale unless sale consented to by the ABL Agent of any ABL Priority Collateral pursuant to Sections 363(f) or 1129 of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) (each an “ABL #94592040v2 Bankruptcy Sale”) or any motion seeking approval for proposed bidding procedures in respect of any such ABL Bankruptcy Sale, so long as (i) the Company or such Restricted SubsidiaryTerm Agents, as for the case may bebenefit of the Term Secured Parties, receives consideration at shall retain a Lien on the time proceeds of such Asset Sale at least equal sale (to the Fair Market Value of extent such proceeds are not applied to the assets and property ABL Obligations in accordance with Section 4.1(b) hereof) subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) priorities set forth in this Agreement, and (ii) (A) at least 75% the applicable motion to approve such sale does not impair, subject to the priorities set forth in this Agreement, the rights of the consideration paid Term Secured Parties to credit bid their Liens on the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary ABL Priority Collateral (other than liabilities any ABL Exclusive Collateral) under Section 363(k) of the Company or a Restricted Subsidiary that are by their terms subordinated to Bankruptcy Code (so long as the Notes) as a result Discharge of which the Company ABL Obligations would occur in connection therewith). The ABL Agent agrees, on behalf of itself and the remaining Restricted Subsidiaries are no longer liable for such liabilities ABL Secured Parties, that it will not oppose (and will not support any other Person in opposing), and hereby consents to, any sale consented to by any Term Agent of any Term Priority Collateral pursuant to Sections 363(f) or 1129 of the Bankruptcy Code (or in lieu of such absence of liability, any similar provision under the acquiring Person law applicable to any Insolvency Proceeding or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) (each a “Term Bankruptcy Sale”) or any motion seeking approval for proposed bidding procedures in respect of any such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for Term Bankruptcy Sale, so long as (i) any such liabilities remain outstanding unless such indemnifying party sale is made in accordance with Section 3.6 hereof, (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (Bii) the Fair Market Value ABL Agent, for the benefit of all forms the ABL Secured Parties, shall retain a Lien on the proceeds of such consideration sale (to the extent such proceeds are not applied to the Term Obligations in accordance with Section 4.1(c) hereof) subject to the priorities set forth in this Agreement, and (iii) the applicable motion to approve such sale does not impair, subject to the priorities set forth in this Agreement, the rights of the ABL Secured Parties to credit bid their Liens on the Term Priority Collateral under Section 363(k) of the Bankruptcy Code (so long as the Discharge of Term Obligations would occur in connection therewith). If such sale of Collateral includes both ABL Priority Collateral (other than Permitted Consideration since any ABL Exclusive Collateral) and Term Priority Collateral and the Issue Date does not exceed Parties are unable after negotiating in good faith to agree on the aggregate 5% allocation of the Adjusted Consolidated Net Tangible Assets purchase price between the ABL Priority Collateral and Term Priority Collateral, either Party may apply to the court in such Insolvency Proceeding to make a determination of such allocation, and the Company determined at court’s determination shall be binding upon the time such Asset Sale is madeParties.

Asset Sales. No Loan Party will sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all of their Equity Interests in IMTT or Atlantic (or any Subsidiary of the Guarantor which is a direct or indirect holding company of IMTT or Atlantic) or permit the sale, transfer, lease or other disposition of all or substantially all of the assets of IMTT or Atlantic, except that such sales, transfers, leases or other dispositions shall be permitted; provided, that (a) The Company will notno Lender shall have any obligation to make Revolving Loans hereunder during the period commencing with the consummation of such sale, transfer, lease or disposal and will not cause or permit any Restricted Subsidiary to, consummate any Asset Sale unless ending on the earlier of (iy) the Company or such Restricted Subsidiary, as date that the case may be, receives consideration at Revolving Loans are repaid and the time of such Asset Sale at least Commitments are permanently reduced by an amount equal to the Fair Market Value of the assets and property subject to such Asset Sale Net Cash Proceeds thereof (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Salewithout deducting for any reinvestment) and (iiz) the date that S&P and Mxxxx’x (Aif Mxxxx’x then maintains a Debt Rating) at least 75% each reaffirms its respective Debt Rating after accounting for the effects thereof (such period, the “Ratings Reaffirmation Period”) and (b) if S&P and Mxxxx’x do not each reaffirm (or either of them downgrades) its respective Debt Rating within 30 days of such sale or other disposition, the consideration paid Net Cash Proceeds thereof (without deducting for any reinvestment) shall be applied (within 5 days thereafter) to repay the Revolving Loans and permanently reduce the Commitments; provided, that, if S&P and Mxxxx’x each reaffirms or upgrades its Debt Rating within 30 days of such sale or other disposition, such Net Cash Proceeds used to prepay Revolving Loans may be adjusted for any reinvestment pursuant to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form definition of cash, Net Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeProceeds.

Asset Sales. (a) The Company will Except for the sale of assets required to be sold ----------- to conform with governmental requirements, the Guarantor shall not, and will shall not cause or permit any Restricted Subsidiary of its Subsidiaries to, consummate any Asset Sale unless (i) Sale, if the Company or aggregate net book value of all such Restricted SubsidiaryAsset Sales consummated during the four calendar quarters immediately preceding any date of determination would exceed 25% of the total assets of the Guarantor and its Consolidated Subsidiaries as of the beginning of the Guarantor's most recently ended full fiscal quarter; provided, as the case may behowever, receives consideration at the time of that any such Asset Sale at least equal will be disregarded for purposes of -------- ------- the 25% limitation specified above: (a) if any such Asset Sale is in the ordinary course of business of the Guarantor and its Subsidiaries; (b) if the assets subject to any such Asset Sale are worn out or are no longer useful or necessary in connection with the operation of the businesses of the Guarantor or its Subsidiaries; (c) if the assets subject to any such Asset Sale are being transferred to a Wholly-Owned Subsidiary of the Guarantor; (d) to the Fair Market Value of extent the assets and property subject to any such Asset Sale involve transfers of assets of or equity interests in connection with the Caribou Joint Venture; (e) if the proceeds from any such Asset Sale (such Fair Market Value to be determined on the date i) are, within 12 months of contractually agreeing to effect such Asset Sale) and , invested or reinvested by the Guarantor or any Subsidiary in a Permitted Business, (ii) (A) at least 75% are used by the Guarantor or a Subsidiary to repay Debt of the consideration paid to the Company Guarantor or such Restricted Subsidiary from Subsidiary, or (iii) are retained by the Guarantor or its Subsidiaries; or (f) if, prior to any such Asset Sale, Xxxxx'x and S&P confirm the then current Guarantor Ratings after giving effect to any such Asset Sale; provided, however, that the forgoing provision shall not be deemed to permit an Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) which would otherwise be prohibited as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu application of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is made.Section 15.17. -------------

Asset Sales. (a) The Company will notNeither of the Obligors shall, and will not cause or shall permit any Restricted Subsidiary of its Material Subsidiaries to, consummate any an Asset Sale unless (ix) the Company such Obligor or such Restricted Subsidiary, as the case may be, Material Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets and property subject to or Equity Interests issued, sold or otherwise disposed of; (y) such Asset Sale (such Fair Market Value to fair market value shall be determined on the date by such Obligor's Board of contractually agreeing to effect such Asset SaleDirectors (whose good faith determination shall be conclusive) and evidenced by a Board Resolution; and (ii) (Az) at least 75% of the consideration paid to the Company received therefore by such Obligor or such Restricted Material Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, cash or Cash Equivalents; provided, Liquid Securitieshowever, Exchanged Properties that the amount of (including pursuant to Asset SwapsA) any liabilities (as shown on such Obligor's or Material Subsidiary's most recent balance sheet or in the assumption by the acquiring Person notes thereto) of Indebtedness such Obligor or other liabilities of the Company or a Restricted Material Subsidiary (other than contingent liabilities of the Company or a Restricted Subsidiary and liabilities that are by their terms contractually subordinated in right of payment to the NotesNotes or any Guarantee thereof) as a result of which the Company and the remaining Restricted Subsidiaries that are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting transferee of any such assets pursuant to a letter of credit (issued by a commercial bank customary novation agreement that has an Investment Grade Rating) in favor of the Company releases such Obligor or such Restricted Material Subsidiary for the full amount of such liabilities from further liability and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) any securities, notes or other obligations received by such Obligor or Material Subsidiary from such transferee that are converted by such Obligor or Material Subsidiary into cash (to the Fair Market Value extent of the cash received in that conversion) within 30 days of receipt thereof, shall be deemed to be cash for purposes of this provision. A transfer of assets by the Company to a Material Subsidiary or by a Material Subsidiary to an Obligor or to another Material Subsidiary, and an issuance of Equity Interests by a Material Subsidiary to an Obligor or to another Material Subsidiary, shall not be deemed to be an Asset Sale. Any Restricted Payment that is permitted by Section 8.1 hereof will not be deemed to be an Asset Sale. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Obligor or a Material Subsidiary may (a) apply the Net Proceeds from such Asset Sale, at its option, (i) to acquire all forms or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business, or Voting Stock of a Subsidiary engaged in a Permitted Business (other than any such Voting Stock owned or held by an Obligor or a Material Subsidiary), (ii) to make a capital expenditure, or (iii) to acquire other assets that are used or useful in a Permitted Business that have an expected useful life of one year or longer; (b) enter into a legally binding agreement to apply such Net Proceeds as described in the preceding clause (a) within six months after such agreement is entered into and apply such Net Proceeds in accordance with the terms of such consideration other than Permitted Consideration since agreement or the Issue Date does provisions of clause (a) above; provided that if such agreement terminates such Obligor shall have until the earlier of (i) 90 days after the date of such termination and (ii) six months after the date of the Asset Sale resulting in such Net Proceeds to effect such an application; or (c) permanently repay (and reduce the commitments with respect to) Pari Passu Indebtedness and the Notes, pro rata. Pending the final application of any such Net Proceeds, the Obligor or a Material Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not exceed prohibited by this Agreement. Any Net Proceeds from such Asset Sale 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 each date on which the aggregate 5amount of Excess Proceeds exceeds $10,000,000, the Obligors shall commence an offer (an "Asset Sale Offer") pursuant to this Section 8.4 to all Holders of Notes and all holders of Pari Passu Indebtedness containing provisions similar to those set forth in this Agreement with respect to offers to purchase or redeem with the proceeds of sales of assets (including the Indebtedness under the Indenture) to purchase the maximum principal amount (or, if applicable, accreted value) of Notes and 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 Adjusted Consolidated Net Tangible Assets Accreted Value of the Company determined at Notes or the time accreted value or principal amount (as appropriate) of such Pari Passu Indebtedness, plus accrued and unpaid interest thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Section 8.4. To the extent that the aggregate amount of Accreted Value of the Notes tendered pursuant to an Asset Sale Offer, together with any accrued and unpaid interest thereon, is less than the Excess Proceeds, the Obligors may use such difference for any purpose not otherwise prohibited by this Agreement or the New Note Purchase Agreement. If the aggregate Accreted Value of the Notes and accreted value or principal amount (as appropriate) of such Pari Passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the Accreted Value of the Notes and the accreted value or principal amount (as appropriate) of such Pari Passu Indebtedness. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be deemed to be reset at zero. The Obligors shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of this Agreement, the Obligors 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 Agreement by virtue of such conflict. In the event that the Obligors shall be required to commence an Asset Sale Offer, they shall follow the procedures specified below. The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is made.required by applicable law (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Obligors shall purchase the Accreted Value of Notes required to be purchased pursuant to this Section 8.4 (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Asset Sale Offer. Payment for any Notes so purchased shall be made in cash. Any accrued and unpaid interest on the Notes so purchased shall be paid to the Holders who tender Notes pursuant to the Asset Sale Offer. Upon the commencement of an Asset Sale Offer, the Obligors shall send a notice to the Holders. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the terms of the Asset Sale Offer, shall state:

Asset Sales. Not later than three (a3) The Company will not, and will not cause or permit Business Days following the receipt of any Restricted Subsidiary to, consummate Net Cash Proceeds of any Asset Sale unless (i) by the Designated Company or any of its Restricted Subsidiaries, the applicable Co-Borrowers shall make prepayments of the Term Loans in accordance with Section 2.10(g) and (h) in an aggregate amount equal to 100% of such Restricted SubsidiaryNet Cash Proceeds; provided, as the case may be, receives consideration that if at the time of that any such prepayment would be required, such Co- 1160381.015-CHISR02A - MSW Borrower is required to prepay or offer to repurchase (x) Permitted Short Term Indebtedness, solely to the extent that such Asset Sale at least equal constitutes a Specified Divestiture, (y) Permitted First Priority Refinancing Debt, or (z) any Additional Senior Secured Indebtedness that is secured on a pari passu basis with the Secured Obligations pursuant to the Fair Market Value terms of the assets and property subject to documentation governing such Indebtedness, in the case of clauses (x) through (z), with the Net Cash Proceeds of such Asset Sale (such Fair Market Value Permitted Short Term Indebtedness, Permitted First Priority Refinancing Debt or Additional Senior Secured Indebtedness required to be prepaid or offered to be so repurchased, “Other Applicable Indebtedness”), then such Co-Borrower shall apply such Net Cash Proceeds on a pro rata basis (determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% basis of the consideration paid aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of such net proceeds allocated to the Company or Other Applicable Indebtedness shall not exceed the amount of such Restricted Subsidiary from such Asset Sale and all other Asset Sales since Net Cash Proceeds required to be allocated to the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including Other Applicable Indebtedness pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company thereof, and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu amount, if any, of such absence Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of liabilitythe Term Loans and to the prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.10(c) shall be reduced accordingly; provided further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness prepaid or repurchased, the acquiring Person or its parent company agrees to indemnify declined amount shall promptly (and hold in any event within 10 Business Days after the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect date of such assumed liabilities accompanied by rejection) be applied to prepay the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) Term Loans in favor of accordance with the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is made.terms hereof; provided further that:

Asset Sales. No later than the third Business Day following the date of receipt by any Credit Party or any of its Subsidiaries of any Net Asset Sale Proceeds (ait being understood that such Net Asset Sale Proceeds shall be promptly deposited into and thereafter maintained in a Controlled Account which is a Term Loan Priority Account (and in any event no later than the next Business Day) The Company will notfollowing receipt thereof), Companies shall prepay the Loans as set forth in Section 2.11 in an aggregate amount equal to such Net Asset Sale Proceeds; provided, that (i) so long as no Default or Event of Default shall have occurred and be continuing, and will (ii) to the extent that, after giving effect to receipt of such Net Asset Proceeds, the aggregate Net Asset Sale Proceeds from all such Asset Sales during the period commencing on the Closing Date and ending on such date of determination do not cause exceed $1,000,000 (such amounts, “Asset Sale Reinvestment Amounts”), upon delivery of a written notice to Administrative Agent, Companies shall have the option to invest such Asset Sale Reinvestment Amounts within three hundred sixty-five (365) days of receipt thereof (as extended, if at all, in accordance with the proviso below, the “Asset Sale Reinvestment Period”) in long-term productive assets that constitute Term Loan Priority Collateral of the general type used in the business of (A) Companies and (B) Lifecore or permit any Restricted Subsidiary toof its Subsidiaries (such assets, consummate “Additional Assets”); provided further, that the Asset Sale Reinvestment Period shall be extended for up to an additional one hundred eighty (180) days in respect of any Asset Sale unless Reinvestment Amounts where the Credit Parties have, on or before the expiration of the initial Asset Sale Reinvestment Period, entered into a definitive agreement for the purchase or other acquisition of Additional Assets. In the event that the Asset Sale Reinvestment Amounts are not reinvested in accordance with the provisions above prior to the earliest of (i) the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time last day of such Asset Sale at least equal Reinvestment Period and (ii) the date of the occurrence of an Event of Default, Administrative Agent shall apply such Asset Sale Reinvestment Amounts to the Fair Market Value Obligations as set forth in Section 2.11. Prior to entering into any Asset Sale of assets which constitute Term Loan Priority Collateral, the Credit Party Representative shall provide not less than three (3) Business Days’ prior written notice thereof and the Net Asset Sale Proceeds of such Assets shall be deposited into a deposit account subject to a Control Agreement whereby Administrative Agent has a First Priority security interest therein. If Administrative Agent does not receive prior written notice that Term Loan Priority Collateral is the subject of an Asset Sale, then the Credit Parties shall be deemed to have represented and warranted to Administrative Agent on the date such Asset Sale is consummated that none of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is made.constitute Term Loan Priority Collateral..

Asset Sales. Not later than three (a3) The Company will not, and will not cause or permit Business Days following the receipt of any Restricted Subsidiary to, consummate Net Cash Proceeds of any Asset Sale unless (i) by the Designated Company or any of its Restricted Subsidiaries, the applicable Co-Borrowers shall make prepayments of the Term Loans in accordance with Section 2.10(g) and (h) in an aggregate amount equal to 100% of such Restricted SubsidiaryNet Cash Proceeds; provided, as the case may be, receives consideration that if at the time of that any such prepayment would be required, such Co-Borrower is required to prepay or offer to repurchase (x) Permitted Short Term Indebtedness, solely to the extent that such Asset Sale at least equal constitutes a Specified Divestiture, (y) Permitted First Priority Refinancing Debt, or (z) any Additional Senior Secured Indebtedness that is secured on a pari passu basis with the Secured Obligations pursuant to the Fair Market Value terms of the assets and property subject to documentation governing such Indebtedness, in the case of clauses (x) through (z), with the Net Cash Proceeds of such Asset Sale (such Fair Market Value Permitted Short Term Indebtedness, Permitted First Priority Refinancing Debt or Additional Senior Secured Indebtedness required to be prepaid or offered to be so repurchased, “Other Applicable Indebtedness”), then such Co-Borrower shall apply such Net Cash Proceeds on a pro rata basis (determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% basis of the consideration paid aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of such net proceeds allocated to the Company or Other Applicable Indebtedness shall not exceed the amount of such Restricted Subsidiary from such Asset Sale and all other Asset Sales since Net Cash Proceeds required to be allocated to the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including Other Applicable Indebtedness pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company thereof, and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu amount, if any, of such absence Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of liabilitythe Term Loans and to the prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.10(c) shall be reduced accordingly; provided further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness prepaid or repurchased, the acquiring Person or its parent company agrees to indemnify declined amount shall promptly (and hold in any event within 10 Business Days after the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect date of such assumed liabilities accompanied by rejection) be applied to prepay the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) Term Loans in favor of accordance with the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is made.terms hereof; provided further that: 137 1060441.101066947.03-CHISR01A - MSW

Asset Sales. (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, consummate any Asset Sale unless (i) No later than 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 of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on first Business Day following the date of contractually agreeing to effect such receipt by Holdings or any of its Subsidiaries of any Net Asset Sale) and Sale Proceeds (other than Net Asset Sale Proceeds contemplated in clause (ii) below), Borrower shall prepay the Loans as set forth in Section 2.12(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, that (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including no prepayment shall be required pursuant to Asset Swapsthis Section 2.11(a)(i) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by Net Asset Sale Proceeds (other than with respect to the posting Net Asset Sale Proceeds of a letter the sale of credit (issued by a commercial bank that has an Investment Grade Ratingany Non-Core Real Estate Assets) in favor an aggregate amount not to exceed $35,000,000 from the Closing Date through the applicable date of the Company or such Restricted Subsidiary for the full amount of such liabilities and for determination so long as Holdings shall have delivered to Administrative Agent no later than the first Business Day following the date of receipt of such liabilities remain outstanding unless such indemnifying party Net Asset Sale Proceeds a certificate of an Authorized Officer certifying that (x) no Default or Event of Default has occurred and is continuing, and (y) Holdings and its Subsidiaries intend to reinvest (or commit in writing to reinvest) such Net Asset Sale Proceeds in Collateral of Borrower and its long term debt securitiesSubsidiaries (other than ABL Collateral) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at during the time the indemnity is entered into) (“Permitted Consideration”) or Reinvestment Period and (B) no prepayment shall be required pursuant to this Section 2.11(a)(i) in respect of the Fair Market Value Net Asset Sale Proceeds of all forms the sale of the Non-Core Real Estate Assets in an amount not to exceed $50,000,000 from the Closing Date through the applicable date of determination, so long as Holdings shall have delivered to Administrative Agent no later than the first Business Day following the date of receipt of such consideration other than Permitted Consideration since the Issue Date does not exceed Net Asset Sale Proceeds a certificate of an Authorized Officer certifying that (x) no Default or Event of Default has occurred and is continuing, and (y) Holdings and its Subsidiaries intend to reinvest (or commit in writing to reinvest) such Net Asset Sale Proceeds in the aggregate 5% business of Borrower and its Subsidiaries during the Permitted Reinvestment Period; provided further, (A) all such Net Asset Sale Proceeds shall be held in the Asset Sale Proceeds Reinvestment Account pending reinvestment in accordance with this Section 2.11(a)(i) until the earlier of (x) the expiration of the Adjusted Consolidated applicable Permitted Reinvestment Period or, solely to the extent that such Net Tangible Assets Asset Sale Proceeds have been committed in writing to be invested during such Permitted Reinvestment Period, ninety days after the expiration of such Permitted Reinvestment Period, and (y) the Maturity Date and (B) on and after the delivery by Administrative Agent of a Carve-Out Event Notice in accordance with Section 8.2, all such Net Asset Sale Proceeds (up to the amount of the Company determined at Carve-Out Cap) shall be deposited into the time such Carve-Out Account and shall be reserved for payment of amounts due and owing to Committees in accordance with Section 8.2; provided, however, that any Net Asset Sale is madeProceeds received by a Foreign Subsidiary of Borrower from a sale or other disposition of property or assets otherwise permitted under the Credit Documents shall be excluded from this prepayment obligation to the extent applicable law or regulation prohibits transfer of such proceeds to Borrower or a Guarantor or such transfer would render such Foreign Subsidiary insolvent or reasonably likely to become insolvent or result in an adverse tax consequence; provided, further, if such Net Asset Sale Proceeds received by a Foreign Subsidiary of Borrower are not subject to the restrictions described in the immediately preceding proviso, the Borrower shall cause such Foreign Subsidiary to distribute such Net Asset Sale Proceeds to the Borrower promptly after receipt thereof.

Asset Sales. Not later than three (a3) The Company will not, and will not cause or permit Business Days following the receipt of any Restricted Subsidiary to, consummate Net Cash Proceeds of any Asset Sale unless (i) by the Designated Company or any of its Restricted Subsidiaries, the applicable Co-Borrowers shall make prepayments of the Term Loans in accordance with Section 2.10(g) and (h) in an aggregate amount equal to 100% of such Restricted SubsidiaryNet Cash Proceeds; provided, as the case may be, receives consideration that if at the time of that any such prepayment would be required, such CoBorrower is required to prepay or offer to repurchase (x) Permitted Short Term Indebtedness, solely to the extent that such Asset Sale at least equal constitutes a Specified Divestiture, (y) Permitted First Priority Refinancing Debt, or (z) any Additional Senior Secured Indebtedness that is secured on a pari passu basis with the Secured Obligations pursuant to the Fair Market Value terms of the assets and property subject to documentation governing such Indebtedness, in the case of clauses (x) through (z), with the Net Cash Proceeds of such Asset Sale (such Fair Market Value Permitted Short Term Indebtedness, Permitted First Priority Refinancing Debt or Additional Senior Secured Indebtedness required to be prepaid or offered to be so repurchased, “Other Applicable Indebtedness”), then such Co-Borrower mayshall apply such Net Cash Proceeds on a pro rata basis (determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% basis of the consideration paid aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of such net proceeds allocated to the Company or Other Applicable Indebtedness shall not exceed the amount of such Restricted Subsidiary from such Asset Sale and all other Asset Sales since Net Cash Proceeds required to be allocated to the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including Other Applicable Indebtedness pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company thereof, and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu amount, if any, of such absence Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of liabilitythe Term Loans and to the prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.10(c) shall be reduced accordingly; provided further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness prepaid or repurchased, the acquiring Person or its parent company agrees to indemnify declined amount shall promptly (and hold in any event within 10 Business Days after the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect date of such assumed liabilities accompanied by rejection) be applied to prepay the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) Term Loans in favor of accordance with the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is made.terms hereof; provided further that:

Asset Sales. (a) The Company will not, and will not cause or permit No later than the first Business Day following the date of receipt by any Restricted Subsidiary to, consummate Credit Party of any Net Asset Sale unless Proceeds in excess of $250,000 in the aggregate since the Closing Date, the Companies shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, so long as no Default or Event of Default shall have occurred and be continuing, upon delivery of a written notice to Administrative Agent, the Companies shall have the option, directly or through one or more Subsidiaries, to invest Net Asset Sale Proceeds (the “Asset Sale Reinvestment Amounts”) in (1) long-term productive assets of the general type used in the business of the Companies if such assets are purchased or constructed within one hundred eighty (180) days following receipt of such Net Asset Sale Proceeds (and so long as any such individual or aggregate investment in the amount of $250,000 or more has been consented to by Administrative Agent and Requisite Lenders) or (2) Permitted Acquisitions if (x) a definitive purchase agreement with respect to such Permitted Acquisition is executed within one hundred twenty (120) days following receipt of such Net Asset Proceeds and (y) the transaction contemplated by such purchase agreement is consummated within one hundred eighty (180) days of receipt thereof; provided further, pending any such reinvestment all Asset Sale Reinvestment Amounts shall, at the option of the Companies, be applied to prepay Revolving Loans to the extent then outstanding (without a reduction in Revolving Commitments) and, to the extent such Asset Sale Reinvestment Amounts exceed the amount required to prepay all such Revolving Loans, the balance thereof shall be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to Administrative Agent. In the event that the Asset Sale Reinvestment Amounts are not reinvested by the Companies prior to the earliest of (i) the Company or last day of such Restricted Subsidiaryone hundred twenty (120) day period (if a definitive purchase agreement with respect to a Permitted Acquisition has not been executed in accordance with the other provisions of this Agreement), as (ii) the case last day of such one hundred eighty (180) day period (if a definitive purchase agreement with respect to a Permitted Acquisition has been executed but the transactions contemplated thereby have not been consummated in accordance with the other provisions of this Agreement), and (iii) the date of the occurrence of an Event of Default, Administrative Agent may be, receives consideration at the time of apply such Asset Sale at least equal Reinvestment Amounts to the Fair Market Value of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is Obligations as set forth in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeSection 2.14(b).

Asset Sales. Neither any Borrower nor any other Obligor shall sell, transfer or otherwise dispose of any Borrowing Base Property (except as the result of a condemnation or casualty and except for the granting of Permitted Liens) unless there shall have been delivered to the Lenders (a) The Company a statement that no Default or Event of Default exists or will notexist after giving effect to such sale, transfer or other disposition, (b) a PRO FORMA Compliance Certificate demonstrating that the REIT and the Borrowers will be in compliance with their covenants referred to therein after giving effect to such sale, transfer or other disposition and the application of the proceeds thereof and (c) the computation of the Borrowing Base Availability after giving effect to such sale, transfer or other disposition and the application of the proceeds thereof. In the event that after giving effect to any sale, transfer or other disposition of Real Estate by the Borrowers or any other Obligor the sum of the outstanding principal amount of the Loans plus the Letter of Credit Exposure shall exceed the Borrowing Base Availability, then the proceeds (net of customary broker fees and other transaction costs and, in the case of assets other than Borrowing Base Properties, net of any debt secured by a lien thereon) of such sale, transfer or disposition shall be applied first to the reduction of the Loans and the cash collateralization of any Letter of Credit Exposure in the order prescribed in Section 3.2 before being applied to any other purposes of the REIT or the Borrowers. In any period of four consecutive fiscal quarters the aggregate Capitalized Value of the Borrowing Base Property sold, transferred or disposed of by the Borrowers and the other Obligors shall not cause or permit any Restricted Subsidiary to, consummate any Asset Sale unless exceed the sum of (i) fifteen percent (15%) of 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 aggregate Capitalized Value of the assets and property subject to Borrowing Base Property as of the first day of such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and period plus (ii) (A) at least 75% of the consideration paid aggregate Capitalized Value attributable to Borrowing Base Properties acquired after the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu first day of such absence period. The provisions of liability, this Section 8.9 shall not apply to or restrict the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting transfer of a letter of credit (issued by Borrowing Base Property from a commercial bank that has an Investment Grade Rating) in favor of the Company Borrower or such Restricted from any other Wholly Owned Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication which is a Subsidiary of a negative outlook Borrower to a Borrower or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity a Wholly Owned Subsidiary which is entered into) (“Permitted Consideration”) or (B) the Fair Market Value a Subsidiary of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madea Borrower.

Asset Sales. (a1) The Company Issuer will not, and will not cause or permit any Restricted Subsidiary to, consummate any an Asset Sale unless unless: (i) the Company Issuer or such 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 and property subject to such Asset Sale sold or otherwise disposed of (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) as evidenced by a Board Resolution), and (ii) (A) at least 75% of the consideration paid to received by the Company Issuer or such the Restricted Subsidiary Subsidiary, as the case may be, from such Asset Sale and all shall be cash or other Qualified Consideration. The Issuer or any Restricted Subsidiary may, within 365 days of the Asset Sales since Sale, invest the Issue DateNet Cash Proceeds thereof (A) in property or assets used, on a cumulative basisor to be used, is in the form of cashInternet Service Business, Cash Equivalentsor in a company engaged primarily in the Internet Service Business (if and to the extent otherwise permitted under this Indenture), Liquid Securities(B) permanently to repay Permitted Senior Secured Debt, Exchanged Properties (including pursuant to Asset Swaps) Designated Senior Debt or other Debt that is pari passu with the Securities or the assumption Subsidiary Guarantees, as applicable, and is secured by Liens that are prior to the acquiring Person of Indebtedness or other liabilities Liens of the Company Security Documents, or (C) permanently to repay Debt of the Issuer or of a Restricted Subsidiary (in each case other than liabilities of the Company or Subordinated Obligations) provided that Securities are redeemed on a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for pro rata basis with such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full Debt. The amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party Net Cash Proceeds not used or invested within 365 days of the Asset Sale in the manner described in clauses (or its long term debt securities) shall have an Investment Grade Rating A), (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”B) or (BC) above shall constitute "Excess Proceeds." In the Fair Market Value event that Excess Proceeds exceed $10.0 million, the Issuer shall make an Offer to Purchase that amount of all forms Securities equal to the amount of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5Excess Proceeds at a price equal to 100% of the Adjusted Consolidated Net Tangible Assets principal amount of the Company determined Securities to be purchased, plus accrued and unpaid interest to the date of purchase and, to the extent required by the terms thereof, any other Debt of the Issuer that is pari passu with the Securities or Debt of a Restricted 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 an Offer to Purchase, the amount of Excess Proceeds shall be deemed to be reset at zero and, to the time extent there are any remaining Excess Proceeds, the Issuer may use such Asset Sale Excess Proceeds for any use which is madenot otherwise prohibited by this Indenture. The Issuer 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 purchase of Securities pursuant to such Offer to Purchase.

Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, consummate any 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 (if other than a Casualty Event) at least equal to the Fair Market Value (taking into account the value of all consideration received in connection therewith and set forth in an Officers' Certificate delivered to the Trustee) of the assets and property Property or Equity Interests that are the subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and , (ii) (A) at least 7580% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all therefor (if other Asset Sales since the Issue Date, on than a cumulative basis, Casualty Event) is in the form of cash, Qualified Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swapsiii) or the assumption Net Cash Proceeds received by the acquiring Person Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale shall be remitted, subject to any Intercreditor Agreement, to the Trustee for deposit into the Asset Sale Proceeds Account free of Indebtedness or other liabilities of the Company or a Restricted Subsidiary any Lien (other than liabilities the Liens of the Company or a Restricted Subsidiary that are by their terms subordinated to the NotesSecurity Documents and any Working Capital Facility), and (iv) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless Subsidiary, as the case may be) shall take such action as shall be necessary under 6.03 hereof in order to maintain the Lien of the Trustee on any other consideration received in such Asset Sale. The Net Cash Proceeds from such Asset Sale shall be retained in the Asset Sale Proceeds Account and against shall be available pursuant to Sections 9.03 and 9.04 hereof (x) in the case of Net Cash Proceeds of a Casualty Event, to be applied to the repair, rebuilding or replacement of the Property subject to such Casualty Event and (y) in the case of any loss, liability or cost in respect other Net Cash Proceeds of such assumed liabilities accompanied Asset Sale, to the reinvestment into Property that is used or useful in a Permitted Business, provided that to the extent all of the Net Cash Proceeds have not been so applied to such repair, rebuilding, replacement or reinvestment within 365 days following the receipt of such Net Cash Proceeds (or within such shorter period as shall be specified by the posting Company), such remaining Net Cash Proceeds shall be applied to the making of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) Asset Sale Offer as provided in favor the next-following paragraph. The aggregate amount of the Company Net Cash Proceeds remaining at the end of such period after the application of such Net Cash Indenture --------- Proceeds to the repair, rebuilding, replacement or such Restricted Subsidiary for reinvestment referred to therein, shall constitute "Excess Proceeds." When the full aggregate amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party Excess Proceeds equals or exceeds $10,000,000, the Issuer will be required to make an offer to all Holders (or its long term debt securitiesan "Asset Sale Offer") shall have to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at a purchase price in cash in an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing amount equal to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5100% of the Adjusted Consolidated Net Tangible Assets principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase, in accordance with the Company determined at procedures set forth in Article III hereof. To the time extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered in such Asset Sale is madeOffer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph.

Asset Sales. (a) The Company will notEach Term Agent agrees, on behalf of itself and the Term Secured Parties represented by it, that it will not cause oppose any sale consented to by the ABL Agent of any ABL Priority Collateral pursuant to Section 363(f) of the Bankruptcy Code (or permit any Restricted Subsidiary to, consummate similar provision under the law applicable to any Asset Sale unless (iInsolvency Proceeding or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) the Company or such Restricted Subsidiary, so long as the case may be, receives consideration at the time proceeds of such Asset Sale sale are applied in accordance with this Agreement. The ABL Agent agrees, on behalf of itself and the ABL Secured Parties, that it will not oppose any sale consented to by any Term Agent of any Term Priority Collateral pursuant to Section 363(f) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding or under a court order in respect of measures granted with similar effect under any foreign Debtor Relief Laws) so long as the proceeds of such sale are applied in accordance with this Agreement. If such sale of Collateral includes both ABL Priority Collateral and Term Priority Collateral, the ABL Secured Parties shall be entitled to receive net proceeds from such sale in an amount at least equal to the Fair Market Value maximum amounts available to be borrowed under the ABL Credit Agreement with respect to the Inventory and Accounts included in such sale; as to the balance of the assets and property subject net proceeds, if the Parties are unable after negotiating in good faith to such Asset Sale (such Fair Market Value to be determined agree on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% allocation of the consideration paid purchase price between the ABL Priority Collateral and Term Priority Collateral, either Party may apply to the Company or court in such Restricted Subsidiary from Insolvency Proceeding to make a determination of such Asset Sale and all other Asset Sales since the Issue Dateallocation, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, court’s determination shall be binding upon the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeParties.

Asset Sales. (a) The Company will not, and will not cause Not later than the 10th Business Day following the date of receipt by the Borrower or permit any Restricted Subsidiary toof any Net Proceeds in respect of any Asset Sale, consummate the Borrower shall prepay the Borrowings in an aggregate amount equal to 100% of such Net Proceeds (excluding therefrom, however, in the case of any Asset Sale unless involving any ABL Priority Collateral (whether in the form of a direct sale, transfer or other disposition of such ABL Priority Collateral or a sale, transfer or other disposition of Equity Interests in any Restricted Subsidiary owning such ABL Priority Collateral) that secures any Permitted Revolving Indebtedness at the time such Asset Sale occurs, the portion of such Net Proceeds attributable to the fair value of such ABL Priority Collateral (net of any related transferred liabilities, in each case as determined reasonably and in good faith by an Authorized Officer of the Borrower)); provided that (i) no such prepayment shall be required to be made (but, in the Company or sole discretion of the Borrower, may be made) until and unless the aggregate amount of Net Proceeds in respect of all Asset Sales exceed the greater of (A) $10,000,000 and (B) 16.7% of Consolidated Adjusted EBITDA for the most recently ended Test Period, in any Fiscal Year, at which time the prepayment shall be required to be made only with respect to such Restricted Subsidiary, as the case may be, receives consideration at the time Net Proceeds in excess of such Asset Sale at least equal annual amount, and (ii) the Borrower may, prior to the Fair Market Value date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the Borrower intends to cause such Net Proceeds (or a portion thereof specified in such certificate) to be used to restore, rebuild, repair, construct, improve, replace or otherwise acquire assets useful in the business of the Borrower and property the Restricted Subsidiaries or to be applied to consummate an Acquisition (provided that to the extent of the fair value of any Term Priority Collateral subject to such Asset Sale (such Fair Market Value as determined reasonably and in good faith by an Authorized Officer of the Borrower), the assets to be determined on reinvested in or to be acquired as part of such Acquisition shall constitute Term Priority Collateral), in each case, within 365 days after the date receipt of contractually agreeing such Net Proceeds, in which case during such period the Borrower shall not be required to effect make such prepayment to the extent of the amount set forth in such certificate; provided further that any such Net Proceeds that are not so reinvested or applied by the end of such period (or, if by the end of such 365-day period the Borrower or one or more Restricted Subsidiaries shall have entered into a binding agreement with a third party to acquire such assets or to consummate an Acquisition, within a period of 180 days thereafter) shall be applied to prepay the Borrowings promptly upon the expiration of such period. Notwithstanding the foregoing, the Borrower may use a portion of any Net Proceeds in respect of any Asset Sale that would otherwise be required pursuant to this Section 2.14(a) to be applied to prepay the Borrowings to prepay, repurchase or redeem any Permitted Credit Agreement Refinancing Indebtedness or any Permitted Incremental Equivalent Indebtedness that, in each case, constitutes Permitted Pari Passu Secured Indebtedness but only to the extent such Permitted Pari Passu Secured Indebtedness pursuant to the terms thereof is required to be (or is required to be offered to the holders thereof to be) prepaid, repurchased or redeemed as a result of such Asset Sale (with the amount of the prepayment of the Borrowings that would otherwise have been required pursuant to this Section 2.14(a) being reduced accordingly), provided that (i) such portion shall not exceed the product of (x) the amount of such Net Proceeds multiplied by (y) a fraction of which the numerator is the outstanding aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and the denominator is the sum of the aggregate principal amount of such Permitted Pari Passu Secured Indebtedness and all Borrowings, in each case at the time of occurrence of such Asset Sale) , and (ii) in the event the holders of such Permitted Pari Passu Secured Indebtedness shall have declined such prepayment, repurchase or redemption, the declined amount shall promptly (Aand in any event within 10 Business Days after the date of rejection) at least 75% be applied to prepay the Borrowings. Any amount set forth in any certificate delivered as referred to above shall, pending reinvestment or other application as provided herein, be deposited in the Term Priority Collateral Proceeds Account and shall not be commingled with any other deposit accounts or funds (with the Collateral Agent hereby agreeing to release such Net Proceeds held in the Term Priority Collateral Proceeds Account to the Borrower promptly upon request of the consideration paid Borrower and delivery to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on Collateral Agent of a cumulative basis, is in the form certificate of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities an Authorized Officer of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated Borrower to the Notes) as a result of which effect that the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or Net Proceeds so released will be promptly applied in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (accordance with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is made.this Section 2.14(a)). 100

Asset Sales. (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, consummate make any Asset Sale unless Disposition, except (i) the Asset Dispositions described on Schedule 11.6 hereof, (ii) additional Asset Dispositions of the Company and its Subsidiaries (other than BST and its Subsidiaries) in an aggregate amount (excluding the amount of any Asset Dispositions described on Schedule 11.6) based on Fair Market Value not to exceed: (a) with respect to the period from the Closing Date through December 31, 2007, $6,420,000, or (b) during any fiscal year thereafter, $11,000,000, and with respect to which, subject to the mandatory prepayment provisions set forth in Section 9.3, the Company or such Restricted SubsidiarySubsidiary intends to apply the Net Proceeds Amount arising from any such Transfer under clauses (a) or (b) hereof to a Debt Prepayment Application or to reinvestments in the Company or such Subsidiary (in the form of capital expenditures or otherwise) within 365 days after such Transfer, as and the case may be, receives consideration at the time Company or such Subsidiary applies such Net Proceeds Amount within such period and (iii) Asset Dispositions of such Asset Sale at least equal to the BST and its Subsidiaries in an aggregate amount based on Fair Market Value not to exceed €4,000,000 per fiscal year of BST. Notwithstanding the assets foregoing, the Company will not, and property subject will not permit any Subsidiary to, make any Asset Disposition to any Project Subsidiary (other than any Asset Disposition consisting of an equity Investment in, or loan constituting WLR Subordinated Indebtedness to, any such Asset Sale Project Subsidiary, by (such Fair Market Value to be determined i) WLR or any WLR Affiliate or (ii) the Company with the proceeds of an equity Investment in, or loan constituting WLR Subordinated Indebtedness to, the Company by WLR or any WLR Affiliate) if, on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Dateproposed Transfer, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost default then exists in respect of any Indebtedness owing by such assumed liabilities accompanied by Project Subsidiary. Notwithstanding anything to the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of contrary herein, the Company will not make any Asset Disposition or such Restricted Subsidiary for the full amount Transfer of such liabilities and for so long any Pledged Collateral (as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed defined in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madePledge Agreement).

Asset Sales. (a) The Company will Cott shall not, and will shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless unless: (i) Cott (or the Company Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; (ii) for each Asset Sale where consideration exceeds $7.5 million, such Asset Sale is approved by Cott's Board of Directors and evidenced by a Board Resolution; and (iii) at least 75% of the consideration therefore received in the Asset Sale by Cott 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 of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cashcash provided that the following shall be deemed to be cash for purposes of this provision: amount of (x) any liabilities, Cash Equivalentsas shown on Cott's or such Restricted Subsidiary's most recent balance sheet, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) of Cott or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a such Restricted Subsidiary (other than contingent liabilities of the Company or a Restricted Subsidiary and liabilities that are by their terms subordinated to the NotesNotes or any Guarantee) as that are assumed by the transferee of any such assets pursuant to a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company customary novation agreement that releases Cott or such Restricted Subsidiary harmless from further liability; and against (y) any losssecurities, liability notes or cost in respect of other obligations received by Cott or any such assumed liabilities accompanied Restricted Subsidiary from such transferee that are contemporaneously, subject to ordinary settlement periods, converted by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company Cott or such Restricted Subsidiary for into cash, to the full amount extent of the cash received in that conversion. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Cott or such liabilities and for so long as Restricted Subsidiary shall apply such liabilities remain outstanding unless such indemnifying party Net Proceeds at its option: (i) to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly permanently reduce the commitments with respect thereto; (ii) to acquire all or its long substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business; (iii) to make a capital expenditure; or (iv) to acquire other long-term debt securities) assets that are used or useful in a Permitted Business; provided, that Cott or the Restricted Subsidiary shall have an Investment Grade Rating complied with clause (with no indication of a negative outlook or credit watch with negative implicationsii), in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”iii) or (Biv) the Fair Market Value of all forms if, within 360 days of such consideration other than Permitted Consideration since Asset Sale, Cott or the Issue Date does Restricted Subsidiary shall have commenced the expenditure or acquisition, or entered into a binding agreement with respect to the expenditure or acquisition in compliance with clause (ii), (iii) or (iv), and that expenditure or acquisition is completed within a date one year and six months after the date of the Asset Sale; and provided further that if any such expenditure or acquisition is abandoned after the date that is one year after the Asset Sale, Cott or the Restricted Subsidiary will immediately apply the Net Proceeds in accordance with clause (i) above. Pending the final application of any Net Proceeds, Cott may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not exceed prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the second preceding paragraph shall be deemed to constitute "Excess Proceeds." When the aggregate 5amount of Excess Proceeds exceeds $15.0 million, the Issuer shall be required to make an offer (an "Asset Sale Offer") to all Holders of Notes and to the extent required by the terms of other senior subordinated Indebtedness to all holders of other senior subordinated Indebtedness outstanding with similar provisions requiring the Company to make an offer to purchase such senior subordinated Indebtedness with the proceeds from any Asset Sale ("Pari Passu Notes") to purchase the maximum principal amount of Notes and any such Pari Passu Notes 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 100% of the Adjusted Consolidated Net Tangible Assets principal amount of the Company determined at Notes and such Pari Passu Notes plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the time such date of purchase, in accordance with the procedures set forth in this Indenture and the agreements governing the Pari Passu Notes, as applicable. To the extent that the aggregate amount of Notes and Pari Passu Notes tendered pursuant to an Asset Sale Offer, is madeless than the Excess Proceeds, Cott may use any remaining Excess Proceeds for any purpose not prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and other Pari Passu Notes surrendered by holders thereof or lenders, collectively exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and Pari Passu Notes to be purchased pro rata based on the aggregate principal amount of tendered Notes and Pari Passu Notes. Upon completion of such offer to purchase the amount of Excess Proceeds shall be reset at zero. The Issuer 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 and Pari Passu Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of this Indenture, the Issuer 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. (a) The Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company will not, and will not cause or permit any Restricted Subsidiary toof the Company, consummate as applicable, may apply such Net Proceeds at its option: to repay (A) Indebtedness secured by assets of the Issuers or the Company’s Restricted Subsidiaries (to the extent of the value of the assets securing such Indebtedness), (B) Obligations under the Credit Agreement or (C) Indebtedness of a Restricted Subsidiary of the Company that is not a Guarantor (to the extent of the value of the assets of such Restricted Subsidiary); or to purchase Replacement Assets. Pending the final application of any such Net Proceeds, the Company or its Restricted Subsidiaries may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. On the 366th day after an Asset Sale or such earlier date, if any, as the Issuers determines not to apply the Net Proceeds relating to such Asset Sale as set forth in Section 4.10(b) (each such date being referred as an “Excess Proceeds Trigger Date”), such aggregate amount of Net Proceeds that has not been applied on or before the Excess Proceeds Trigger Date as permitted pursuant to Section 4.10(b) (“Excess Proceeds”) shall be applied by the Issuers to make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes or any Note Guarantee containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale unless Offer shall be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness plus accrued and unpaid interest, if any, to the date of purchase, and shall be payable in cash. The Issuers may defer the Asset Sale Offer until there are aggregate unutilized Excess Proceeds equal to or in excess of $30.0 million resulting from one or more Asset Sales, at which time the entire unutilized amount of Excess Proceeds (inot only the amount in excess of $30.0 million) shall be applied as provided in Section 4.10(c) of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or and its Restricted Subsidiaries may use such Restricted Subsidiary, as Excess Proceeds for any purpose not otherwise prohibited by the case may be, receives consideration at Indenture. If the time aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale at least equal to Offer exceeds the Fair Market Value amount of Excess Proceeds, the assets Notes and property such other pari passu Indebtedness shall be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the Excess Proceeds subject to such Asset Sale (such Fair Market Value shall no longer be deemed to be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeExcess Proceeds.

Asset Sales. (a) The Company will Issuers shall not, and will shall not cause or permit any Restricted Subsidiary of their respective Subsidiaries to, consummate engage in any Asset Sale Sale, unless (ix) the Company Issuers or such Restricted Subsidiary, as the case may be, Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value 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 and property subject to such Asset Sale (such Fair Market Value to be determined on the date sold or otherwise disposed of contractually agreeing to effect such Asset Sale) and (ii) (Ay) at least 75% of the consideration paid to therefor received by the Company Issuers or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash; PROVIDED, Cash EquivalentsHOWEVER, Liquid Securities, Exchanged Properties that the amount of (including pursuant to Asset SwapsA) any liabilities (as shown on the Issuers' or such Subsidiary's most recent balance sheet or in the assumption by the acquiring Person of Indebtedness or other liabilities notes thereto) of the Company Issuers or a Restricted Subsidiary any of their respective Subsidiaries (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the NotesNotes or any guarantee thereof) as a result of which the Company and the remaining Restricted Subsidiaries that are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting transferee of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or any such Restricted Subsidiary for the full amount of such liabilities assets and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) Permitted Asset Sale Consideration received by the Fair Market Value Issuers or such Subsidiary in any such Asset Sale shall be deemed to be cash for purposes of all forms this 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 consideration other than Permitted Consideration since a reduction within 365 days after any Asset Sale or (b) invest the Issue Date does not exceed 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 5amount 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 Adjusted Consolidated Net Tangible Assets 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 Company determined first offer that is made after the fifth anniversary of the original issuance of the Notes (the "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) resulting from Asset Sales occurring prior to the Fifth Anniversary, less any Deficiencies resulting from any offers made on or prior to such date, exceed 25 % of the original aggregate principal amount of the Notes (such excess being the "25 % Excess Proceeds"), then the Issuers shall make an offer at the Offered Price in accordance with the foregoing provisions (i) promptly after the Fifth Anniversary, in the event the amount of the 25% Excess Proceeds exceeds $10 million or (ii) at such time such Asset Sale as the amount of the 25% Excess Proceeds together with the Excess Proceeds received after the Fifth Anniversary exceeds $10 million, in the event the amount of the 25% Excess Proceeds is madeless than $10 million.

Asset Sales. (a) The Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company will not, and will not cause or permit any Restricted Subsidiary toof the Company, consummate as applicable, may apply such Net Proceeds at its option: to repay (A) Indebtedness secured by assets of the Company or its Restricted Subsidiaries (to the extent of the value of the assets securing such Indebtedness), (B) Obligations under the Credit Agreement or (C) Indebtedness of a Restricted Subsidiary of the Company that is not a Guarantor (to the extent of the value of the assets of such Restricted Subsidiary); or to purchase Replacement Assets. Pending the final application of any such Net Proceeds, the Company or its Restricted Subsidiaries may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. On the 366th day after an Asset Sale or such earlier date, if any, as the Company determines not to apply the Net Proceeds relating to such Asset Sale as set forth in Section 4.10(b) (each such date being referred as an “Excess Proceeds Trigger Date”), such aggregate amount of Net Proceeds that has not been applied on or before the Excess Proceeds Trigger Date as permitted pursuant to Section 4.10(b) (“Excess Proceeds”) shall be applied by the Company to make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes or any Note Guarantee containing provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets, 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 unless Offer shall be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and shall be payable in cash. The Company may defer the Asset Sale Offer until there are aggregate unutilized Excess Proceeds equal to or in excess of $30.0 million resulting from one or more Asset Sales, at which time the entire unutilized amount of Excess Proceeds (inot only the amount in excess of $30.0 million) shall be applied as provided in Section 4.10(c) of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company or and its Restricted Subsidiaries may use such Restricted Subsidiary, as Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the case may be, receives consideration at the time aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale at least equal to Offer exceeds the Fair Market Value amount of Excess Proceeds, the assets Notes and property such other pari passu Indebtedness shall be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the Excess Proceeds subject to such Asset Sale (such Fair Market Value shall no longer be deemed to be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeExcess Proceeds.

Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiary to, Subsidiaries to consummate any an Asset Sale unless (ix) the Company (or such the Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets and property subject to or Equity Interests sold or otherwise disposed of; (y) such Asset Sale (such Fair Market Value to fair market value shall be determined on by the date Company's Board of contractually agreeing to effect such Asset SaleDirectors (whose good faith determination shall be conclusive) and evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and (ii) (Az) at least 75% of the consideration paid to received therefor by the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, cash or Cash Equivalents; provided, Liquid Securitieshowever, Exchanged Properties that the amount of (including pursuant to Asset SwapsA) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the assumption by the acquiring Person of Indebtedness or other liabilities notes thereto), of the Company or a any Restricted Subsidiary (other than contingent liabilities of the Company or a Restricted Subsidiary and liabilities that are by their terms subordinated to the NotesNotes or any guarantee thereof) as that are assumed by the transferee of any such assets pursuant to a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold customary novation agreement that releases the Company or such Restricted Subsidiary harmless from further liability and against (B) any losssecurities, liability notes or cost in respect of such assumed liabilities accompanied other obligations received by the posting of a letter of credit (issued Company or any such Restricted Subsidiary from such transferee that are converted by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion) within 30 days of receipt thereof, shall be deemed to be cash for purposes of this provision. A transfer of assets by the full Company to a Wholly Owned Restricted Subsidiary or by a Wholly Owned Restricted Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary, and an issuance of Equity Interests by a Wholly Owned Restricted Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary, shall not be deemed to be an Asset Sale. Any Restricted Payment that is permitted by Section 4.07 hereof will not be deemed to be an Asset Sale. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may (a) apply the Net Proceeds from such Asset Sale, at its option, (i) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business, or Voting Stock of a Restricted Subsidiary engaged in a Permitted Business (other then any such Voting Stock owned or held by a Restricted Subsidiary), (ii) to make a capital expenditure, or (3) to acquire other assets that are used or useful in a Permitted Business that have an expected useful life of one year or longer; (b) enter into a legally binding agreement to apply such Net Proceeds as described in the preceding clause (a) within six months after such agreement is entered into and apply such Net Proceeds in accordance with the terms of such agreement or the provisions of clause (a) above; provided that if such agreement terminates the Company shall have until the earlier of (i) 90 days after the date of such termination and (ii) six months after the date of the Asset Sale resulting in such Net Proceeds to effect such an application; or (c) to permanently repay (and reduce the commitments with respect to) Pari Passu Indebtedness. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from such Asset Sale that are not finally applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." Within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10 million, the Company shall commence an Asset Sale Offer pursuant to Section 3.09 hereof to all Holders of Notes and all holders of Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, offer price in any case, that contemplates such indemnifying party (or its long term debt securities) failing cash in an amount equal to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5100% of the Adjusted Consolidated Net Tangible Assets principal amount thereof plus accrued and unpaid interest and Liquidated Damages, thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in Section 3.09 hereof. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company determined at may use such difference for any purpose not otherwise prohibited by this Indenture. If the time aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale is madeOffer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be deemed to be reset at zero. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue of such conflict.

Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, consummate any an Asset Sale unless (ix) the Company (or such the Restricted Subsidiary, as the case may be, ) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value fair market value of the assets and property subject to or Equity Interests issued or sold or otherwise disposed of; (y) such Asset Sale (such Fair Market Value to fair market value shall be determined on by the date Company's Board of contractually agreeing to effect such Asset SaleDirectors (whose good faith determination shall be conclusive) and evidenced by a Board Resolution set forth in an Officers' Certificate delivered to the Trustee; and (ii) (Az) at least 75% of the consideration paid to received therefor by the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, cash or Cash Equivalents; provided, Liquid Securitieshowever, Exchanged Properties that the amount of (including pursuant to Asset SwapsA) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet or in the assumption by the acquiring Person of Indebtedness or other liabilities notes thereto), of the Company or a any Restricted Subsidiary (other than contingent liabilities of the Company or a Restricted Subsidiary and liabilities that are by their terms subordinated to the NotesNotes or any guarantee thereof) as that are assumed by the transferee of any such assets pursuant to a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold customary novation agreement that releases the Company or such Restricted Subsidiary harmless from further liability and against (B) any losssecurities, liability notes or cost in respect of such assumed liabilities accompanied other obligations received by the posting of a letter of credit (issued Company or any such Restricted Subsidiary from such transferee that are converted by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion) within 30 days of receipt thereof, shall be deemed to be cash for purposes of this provision. A transfer of assets by the full Company to a Wholly Owned Restricted Subsidiary or by a Wholly Owned Restricted Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary, and an issuance of Equity Interests by a Wholly Owned Restricted Subsidiary to the Company or to another Wholly Owned Restricted Subsidiary, shall not be deemed to be an Asset Sale. Any Restricted Payment that is permitted by Section 4.07 hereof will not be deemed to be an Asset Sale. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may (a) apply the Net Proceeds from such Asset Sale, at its option, (i) to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business, or Voting Stock of a Restricted Subsidiary engaged in a Permitted Business (other than any such Voting Stock owned or held by a Restricted Subsidiary), (ii) to make a capital expenditure, or (iii) to acquire other assets that are used or useful in a Permitted Business that have an expected useful life of one year or longer; (b) enter into a legally binding agreement to apply such Net Proceeds as described in the preceding clause (a) within six months after such agreement is entered into and apply such Net Proceeds in accordance with the terms of such agreement or the provisions of clause (a) above; provided that if such agreement terminates the Company shall have until the earlier of (i) 90 days after the date of such termination and (ii) six months after the date of the Asset Sale resulting in such Net Proceeds to effect such an application; or (c) to permanently repay (and reduce the commitments with respect to) Pari Passu Indebtedness. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. Any Net Proceeds from such Asset Sale that are not finally applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." Within five days of each date on which the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall commence an Asset Sale Offer pursuant to Section 3.09 hereof to all Holders of Notes and all holders of Pari Passu Indebtedness 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 (or, if applicable, accreted value) of Notes and such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have other Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, offer price in any case, that contemplates such indemnifying party (or its long term debt securities) failing cash in an amount equal to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5100% of the Adjusted Consolidated Net Tangible Assets Accreted Value thereof (or principal amount, if applicable, of such other Indebtedness) plus accrued and unpaid interest thereon to the date fixed for the closing of such offer, in accordance with the procedures set forth in Section 3.09 hereof. To the extent that the aggregate Accreted Value of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company determined at may use such difference for any purpose not 38 otherwise prohibited by this Indenture. If the time aggregate Accreted Value of Notes and principal amount (or, if applicable, accreted value) of such other Pari Passu Indebtedness tendered into such Asset Sale is madeOffer 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 Accreted Value of Notes and principal amount (or, if applicable, accreted value) of such other Pari Passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be deemed to be reset at zero. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Asset Sale provisions of this Indenture by virtue of such conflict.

Asset Sales. Subject to Section 2.14(h), no later than the third Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Asset Sale Proceeds, Borrower shall prepay the Term Loans as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such Net Asset Sale Proceeds; provided, (i) so long as no Default under Sections 8.1(a), (f) and (g) or Event of Default shall have occurred and be continuing, Borrower shall have the option, directly or through one or more of its Subsidiaries, in lieu of prepayment, (1) to invest such Net Asset Sale Proceeds within twelve months of receipt thereof or (2) to commit to invest such Net Asset Sale Proceeds within such twelve-month period provided such Net Asset Sale Proceeds are actually reinvested within eighteen months of receipt thereof in other productive assets of the general type used or useful in the business of Borrower and its Subsidiaries; provided further that no prepayment shall be required by this paragraph (a) The Company will not, and will not cause or permit to be made with any Restricted Subsidiary to, consummate portion of the Net Asset Sale Proceeds of any Asset Sale unless (i) sale by a Foreign Subsidiary to the Company extent that the declaration or such Restricted Subsidiary, as the case may be, receives consideration at the time payment of dividends or similar distributions by that Foreign Subsidiary of such portion of the Net Asset Sale at least equal to the Fair Market Value of the assets and property subject Proceeds with respect to such Asset Sale (such Fair Market Value x) is not permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to be determined on that Foreign Subsidiary or any other Foreign Subsidiary that is a direct or indirect holder of its Equity Interests, or (y) would result in material adverse tax consequences to the date Borrower or one of contractually agreeing its Subsidiaries, provided further that with respect to effect such Asset Saleeach of clauses (x) and (iiy) (A) at least 75% above, in the event such dividend or distribution is prohibited by local law attributable to any such Foreign Subsidiary, the portion of the consideration paid to the Company or such Restricted Subsidiary from such Net Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption Proceeds so affected may be retained by the acquiring Person applicable Foreign SubsidarySubsidiary as long as the applicable local law will not permit such dividend or distribution, and once repatriation of Indebtedness any such funds is permitted under applicable local law, such repatriation will be promptly effected and such repatriated funds will be promptly applied (net of additional taxes payable or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) reserved against as a result thereof) to the prepayment of which the Company and Loans. Notwithstanding the remaining Restricted Subsidiaries are no longer liable for such liabilities foregoing, the Net Asset Sale Proceeds from the Potential ATS Sale shall be repaid as follows: (or in lieu x) 100% of such absence of liabilityNet Asset Sale Proceeds shall be used to prepay the Loans and/or the Revolving Loans as set forth in Section 2.15(b) and (y) to the extent any Lender exercises its rights under Section 2.15(c) and waives such mandatory prepayment, the acquiring Person or its parent company agrees Borrower may use such remaining Net Asset Sale Proceeds (i) to indemnify and hold reinvest in accordance with the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost timeframes set forth in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”this Section 2.14(a) or (Bii) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madefor Investments permitted pursuant to Section 6.6.

Asset Sales. (a) The Company will may not, and will may not cause or permit any of its Restricted Subsidiary Subsidiaries to, consummate directly or indirectly, make any 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 fair market value of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such sold or otherwise disposed of. Within 12 months after any Asset Sale, the Company or the Restricted Subsidiary, as the case may be, may at its option (a) and reinvest an amount equal to the Net Cash Proceeds (iior any portion thereof) from such disposition in Replacement Assets and/or (Ab) at least 75% apply an amount equal to the Net Cash Proceeds (or any remaining portion thereof) to the permanent reduction of pari passu Debt of the consideration paid to Company. For purposes of clause (a) above, if the Company or the Restricted Subsidiary, as the case may be, within such 12-month period, enters into a binding contract for the construction of a Stopping Center, the Company or such Restricted Subsidiary shall be deemed to have reinvested an amount equal to the construction cost of such Stopping Center in Replacement Assets (without regard to the timing of actual payment therefor) until the earlier of (I) the date of actual completion and (II) the scheduled completion date provided in such construction contract, as adjusted to give effect to delays not exceeding in the aggregate 100% of the number of days between the date of the construction contract and such scheduled completion date, at which time the actual reinvestment in Replacement Assets will be determined. Any Net Cash Proceeds from such any Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is that are not used to reinvest in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities Replacement Assets and/or repay pari passu Debt of the Company or constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10,000,000, the Issuers shall make an offer to Purchase on a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated pro rata basis, from all Holders, Securities in an aggregate principal amount equal to the Notes) as Excess Proceeds, at a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or Purchase Price in lieu of such absence of liability, the acquiring Person or its parent company agrees cash equal to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5100% of the Adjusted Consolidated Net Tangible Assets principal amount thereof, together with accrued interest, if any, on such principal amount to the Purchase Date. To the extent that any amount of Excess Proceeds remains after completion of such offer to Purchase, the Company determined at may use such remaining amount for general corporate purposes, and the time such Asset Sale is madeamount of Excess Proceeds shall be reset to zero.

Asset Sales. (a) The Company will not, and will not cause or permit any Restricted Subsidiary to, consummate any Asset Sale unless (i) No later than 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 of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on tenth Business Day following the date of contractually agreeing receipt by any Loan Party of any Net Proceeds from Asset Sales in excess of $1,000,000 in the aggregate in any Fiscal Year, and to effect the extent a Cash Sweep will not be required with respect thereto, Borrower shall prepay the Term Loans as set forth in Section 2.11(a) in an aggregate amount equal to such Asset SaleNet Proceeds; provided, that if Borrower has delivered to Agent prior written notice of Xxxxxxxx’s intention to apply such monies (the “Reinvestment Amounts”) and to reinvest in or to the costs of purchase of other assets used or useful in the business of the Loan Parties, including capital expenditures (iitogether, a “Reinvestment”), the Loan Parties shall have the option to apply such Reinvestment Amounts to a Reinvestment within 180 days after the initial receipt of such Reinvestment Amounts (the “Initial Reinvestment Period”) (A) at least 75% or, if such Reinvestment is not completed within the Initial Reinvestment Period, such Reinvestment Amounts are committed pursuant to a binding written agreement within such Initial Reinvestment Period to be applied, and are so applied, within 180 days of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities end of the Company or a Restricted Subsidiary Initial Reinvestment Period (other than liabilities of such 180 day period, plus the Company or a Restricted Subsidiary Initial Reinvestment Period, the “Reinvestment Period”)); provided, further that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries if any such Reinvestment Amounts are no longer liable for intended to be or cannot be so Reinvested during the applicable Reinvestment Period, an amount equal to any such liabilities Reinvestment Amounts shall be applied to the prepayment of the Term Loans within ten (10) Business Days after the Borrower reasonably determines that such Reinvestment Amounts are no longer intended to be or cannot be so Reinvested, and in lieu no event later than the end of such absence the applicable Reinvestment Period as set forth in Section 2.10. Each mandatory prepayment due hereunder made on account of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities Obligations shall be accompanied by the posting applicable Specified Premium pursuant to Section 2.8(b). For avoidance of doubt, Net Proceeds of any Extraordinary IP Rights Transaction shall not be considered an “Asset Sale” for the purposes of this Section 2.9(a), but shall be the subject of a letter of credit (issued by a commercial bank that has an Investment Grade Ratingmandatory prepayment pursuant to Section 2.9(d) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madethis Section 2.9(a).

Asset Sales. (a) The Company Borrower covenants and agrees with each Finance Party that, so long as the Agreement shall remain in effect (except contingent indemnification obligations) and until the outstanding principal amount of the Facility and interest thereon, all fees and all other expenses or amounts payable under any Finance Document have been paid in full, unless the Lenders shall otherwise consent in writing, the Borrower will not, and will not permit any of its Restricted Subsidiaries to, cause or permit any Restricted Subsidiary tomake an Asset Sale, consummate any Asset Sale unless (ix) the Company Borrower or such 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 (as determined in good faith by the Board of Directors of the Borrower) of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date sold or otherwise disposed of contractually agreeing to effect such Asset Sale) and (ii) (Ay) at least 75% of the consideration paid to therefor received by the Company Borrower or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since Subsidiary, as the Issue Date, on a cumulative basiscase may be, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties ; provided that the amount of: (including pursuant to Asset Swapsa) any liabilities (as shown on the Borrower’s or the assumption by the acquiring Person of Indebtedness or other liabilities such Restricted Subsidiary’s most recent balance sheet) of the Company Borrower or a any Restricted Subsidiary of the Borrower (other than liabilities of the Company or a Restricted Subsidiary that are by their terms fully subordinated to the NotesCOFACE Facility Obligations) as a result that are assumed by the transferee of any such assets and from which the Company and Borrower or any Restricted Subsidiary are released in writing, (b) any notes or other obligations or other securities or assets received by the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company Borrower or such Restricted Subsidiary harmless of the Borrower from and against any loss, liability or cost in respect of such assumed liabilities accompanied transferee that are converted by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company Borrower or such Restricted Subsidiary for of the full amount 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 Borrower or any of its Restricted Subsidiaries in such liabilities and for so long Asset Sale having an aggregate Fair Market Value (as such liabilities remain outstanding unless such indemnifying party 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 paragraph (or its long term debt securitiesc) shall have an Investment Grade Rating (with no indication that is at that time outstanding, not to exceed 5.0% of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) Total Assets of the Borrower at the time of the indemnity is entered into) receipt of such Designated Non-cash Consideration (“Permitted Consideration”) or (B) with the Fair Market Value of all forms each item of such consideration other than Permitted Designated Non-cash Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined being measured at the time such Asset Sale is madereceived and without giving effect to subsequent changes in value), shall be deemed to be Cash Equivalents for the purposes of this provision.

Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, consummate any 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 (if other than a Casualty Event) at least equal to the Fair Market Value fair market value (as determined in good faith by the Board of Directors of the assets Company (including as to the value of all consideration other than Qualified Cash Equivalents) and property set forth in an Officers' Certificate delivered to the Trustee) of the Property or Equity Interests that are the subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and , (ii) (A) at least 7580% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all therefor (if other Asset Sales since the Issue Date, on than a cumulative basis, Casualty Event) is in the form of cash, Qualified Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swapsiii) or the assumption Net Cash Proceeds received by the acquiring Person Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale shall be remitted to the Trustee for deposit into the Asset Sale Proceeds Account free of Indebtedness or other liabilities of the Company or a Restricted Subsidiary any Lien (other than liabilities the Lien of this Indenture, the Security Documents and the Working Capital Facility), and the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any lossSubsidiary, liability or cost as the case may be) shall take such action as shall be necessary under 6.03 hereof in respect of such assumed liabilities accompanied by order to maintain the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor Lien of the Company or Trustee on any other consideration received in such Restricted Subsidiary for the full amount of such liabilities Asset Sale and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securitiesiv) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5100% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time Cash Proceeds from such Asset Sale shall be retained in the Asset Sale Proceeds Account and shall be available (x) in the case of Net Cash Proceeds of a Casualty Event, to be applied to the repair, rebuilding or replacement of the Property subject to such Casualty Event and (y) in the case of any other Net Cash Proceeds of such Asset Sale, to the reinvestment into Property that is madeused or useful in a Permitted Business, provided that to the extent the Net Cash Proceeds referred to in this clause (iv) have not been so applied to such repair, rebuilding, replacement or reinvestment within 365 days following the receipt of such Net Cash Proceeds (or within such shorter period as shall be specified by the Company), such Net Cash Proceeds shall be applied to the making of an Asset Sale Offer as provided in the next-following paragraph. The aggregate amount of the Net Cash Proceeds referred to in the preceding clause (iv) remaining at the end of such period after the application of such Indenture Net Cash Proceeds as described in such clause (iv) to the repair, rebuilding, replacement or reinvestment referred to therein, shall constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds equals or exceeds $10,000,000 (taking into account income earned on such Excess Proceeds), the Issuer will be required to make an offer to all Holders (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at a purchase price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase, in accordance with the procedures set forth in Article III hereof, it being understood that, to the extent any such Excess Proceeds held in the Asset Sale Proceeds Account are required to be applied to the payment of the Working Capital Facility, then only the portion of the Excess Proceeds remaining after such payment shall be applied to the making of an Asset Sale Offer. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph.

Asset Sales. No later than the third Business Day following the date of receipt by any Credit Party of any Net Asset Sale Proceeds in excess of $1,000,000 in the aggregate in any Fiscal Year, Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to such Net Asset Sale Proceeds; provided, that so long as no Default or Event of Default shall have occurred and be continuing, upon delivery of a written notice to Administrative Agent, Borrower shall have the option, directly or through one or more Subsidiaries, to invest Net Asset Sale Proceeds (athe “Asset Sale Reinvestment Amounts”) The Company will notin (1) assets useful in the business of Borrower or any of its Subsidiaries if such assets are purchased or constructed within 180 days following receipt of such Net Asset Sale Proceeds (or a binding contract to purchase such assets is entered into within such 180 day period, and will not cause such purchase is consummated within 90 days of the end of the aforementioned 180 day period) or permit (2) Permitted Acquisitions if (x) a definitive purchase agreement with respect to such Permitted Acquisition is executed within one 180 days following receipt of such Net Asset Proceeds and (y) the transaction contemplated by such purchase agreement is consummated within 90 days of the end of the aforementioned 180 day period; provided further, pending any Restricted Subsidiary to, consummate any such reinvestment all Asset Sale unless Reinvestment Amounts may, at the option of Borrower, be applied to prepay Revolving Loans to the extent then outstanding (without a reduction in Revolving Commitments), and if Borrower elects to prepay Revolving Loans, to the extent such Asset Sale Reinvestment Amounts exceed the amount required to prepay all such Revolving Loans, the balance thereof, or if Borrower elects not to prepay Revolving Loans, the Asset Sale Reinvestment Amount, shall be held at all times prior to such reinvestment, in a Controlled Account. In the event that the Asset Sale Reinvestment Amounts are not reinvested by Borrower prior to the earliest of (i) the Company last day of such 180 day period (if a definitive purchase agreement with respect to the purchase of assets useful in the business of Borrower or any of its Subsidiaries, or a Permitted Acquisition has not been executed in accordance with the other provisions of this Agreement), (ii) the last day of such Restricted Subsidiary90 day period (if a definitive purchase agreement with respect to a Permitted Acquisition, has been executed but the transactions contemplated thereby have not been consummated in accordance with the other provisions of this Agreement), and (iii) the date of the occurrence of an Event of Default, Administrative Agent shall apply such Asset Sale Reinvestment Amounts to the Obligations as set forth in Section 2.15(b). Notwithstanding the case may beforegoing, receives consideration if a Default shall have occurred and be continuing at the time Borrower is required to prepay the Loans as set forth in Section 2.15(b), Borrower may (i) prepay Revolving Loans to the extent then outstanding (without a reduction in Revolving Commitments) and if Borrower elects to prepay Revolving Loans, to the extent such Net Asset Sale Proceeds exceed the amount required to prepay all such Revolving Loans, the balance thereof, or if Borrower elects not to prepay Revolving Loans, the Net Asset Sale Proceeds, shall be held at all times prior to the cure or waiver of such Asset Sale at least Default, in an escrow account in form and substance reasonably acceptable to Administrative Agent, in each case, together with the establishment of a reserve against the Revolving Commitments in an amount equal to the Fair Market Value amount of the assets and property subject to such Net Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) Proceeds that are so applied by Borrower and (ii) (A) at least 75% after the cure or waiver of the consideration paid to the Company or such Restricted Subsidiary from Default, reinvest such Net Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including Proceeds pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of this Section 2.14(a), at which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) Administrative Agent shall release the Fair Market Value of all forms of such consideration other than Permitted Consideration since reserve against the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is made.Revolving Commitments. Aurora – A&R Credit Agreement

Asset Sales. (a) The Company will not, and will not cause or permit any Restricted 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 (a) commencing on the First Amendment Effective Date and ending on the date of such proposed Asset Sale does not exceed 30% of Consolidated Total Assets and (b) 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 5% of Consolidated Total Assets (Consolidated Total Assets in each case to be 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 calculations in clauses (a) and (b) 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) to make an investment in Additional Assets having a fair market value (as determined in good faith by the Company or such Restricted Subsidiary, as Board of Directors of the case may be, receives consideration at the time of such Asset Sale Company) at least equal to the Fair Market Value that of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and so disposed of, or (ii) (A) at least 75% to the repayment or prepayment of unsubordinated Indebtedness of the consideration paid Company (other than (x) Indebtedness owing by the Company to any of its Subsidiaries or any Affiliate and (y) Indebtedness in respect of any revolving credit or similar facility providing the Company or any such Restricted Subsidiary from such Asset Sale and all other Asset Sales since with the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant right to Asset Swaps) or the assumption by the acquiring Person of Indebtedness obtain loans or other liabilities 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 the amount of such proceeds applied to the payment of such Indebtedness), so long as the Company or offers to prepay each Note in accordance with Section 8.8 (an “Excess Proceeds Offer”), in a Restricted Subsidiary (other than liabilities of principal amount equal to, but not less than, the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu Ratable Portion of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost Note in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted ConsiderationAsset Sale.”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is made.

Asset Sales. (a) The Company will shall not, and will shall not cause or permit any Restricted Subsidiary of its Subsidiaries to, consummate any an Asset Sale unless (i) the Company (or such Restricted the 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 (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. In the event that the Company consummates an Asset Sale involving all or substantially all of the assets of the Company and property subject its Subsidiaries (a "Company Sale"), within 30 days after the receipt of the proceeds of such Asset Sale, the Company shall make an offer (pro rata in proportion to the principal amount (or accreted value, if applicable) outstanding in respect of any assets sale offer required by the terms of any pari passu Indebtedness incurred in accordance with the Indenture) to all Holders of Notes (an "Asset Sale Offer") to purchase the maximum principal amount of Notes that may be purchased out of the proceeds of such Asset Sale, at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date of purchase, in accordance with the procedures set forth herein. To the extent that any proceeds remain after consummation of an Asset Sale Offer, the Company may use such proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered into such Asset Sale Offer surrendered by Holders thereof (such Fair Market Value to be determined on and any pari passu Indebtedness, as aforesaid) exceeds the date amount of contractually agreeing to effect the proceeds of such Asset Sale) and (ii) (A) at least 75% of , the consideration paid Trustee shall select the Notes to be purchased on a pro rata basis. Notwithstanding anything to the contrary provided herein, in the event of an Asset Sale that is not a Company or such Restricted Subsidiary Sale, the Company may use the proceeds from such sale to (a) make an Asset Sale and all other Asset Sales since the Issue DateOffer, on a cumulative basis, is (b) repurchase Notes in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties open market transactions and/or (including pursuant to Asset Swapsc) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or invest in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeBusinesses.

Asset Sales. (a) The Company will shall not, and will shall not cause or permit any Restricted Subsidiary of its Subsidiaries to, consummate any engage in an Asset Sale unless (i) the Company (or such Restricted the 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 (evidenced by a resolution of the Board set forth in an Officers' Certificate delivered to the Trustee, PROVIDED that such Officer's Certificate shall be delivered only in the event of any Asset Sale involving $5.0 million or more of consideration) of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date or Capital Stock issued, or sold or otherwise disposed of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 7580% of the consideration paid to therefor received by the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, cash or Cash Equivalents, Liquid Securities, Exchanged Properties ; PROVIDED that the amount of (including pursuant to Asset Swapsx) any liabilities (as shown on the Company's or the assumption by the acquiring Person of Indebtedness or other liabilities such Subsidiary's most recent balance sheet) of the Company or a Restricted Subsidiary any of its Subsidiaries (other than contingent liabilities of the Company or a Restricted Subsidiary 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 pursuant to a customary novation agreement that releases the Company or such Subsidiary from further liability, and (y) any notes or other obligations received by the Company or any such Subsidiary from such transferee that are immediately converted by the Company or such Subsidiary into cash (to the extent of the cash received), shall be deemed to be cash for purposes of this provision, and PROVIDED, FURTHER, that (A) the Company and its Subsidiaries will not be required to comply with clauses (i) and (ii) of this paragraph in connection with any Asset Sale effected in order to comply with an FTC Order which is consummated within the lesser of (a) 365 days of the date of such FTC Order, or (b) the time period specified in such FTC Order and (B) any Acquisition Subsidiary and any Subsidiary of an Acquisition Subsidiary will not be required to comply with clause (ii) of this paragraph in connection with any Asset Sale. Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Company or the applicable Subsidiary may apply such Net Proceeds, at its option, (a) to permanently reduce outstanding Senior Indebtedness (and correspondingly reduce commitments with respect thereto) or (b) to the acquisition of an interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in a Permitted Line of Business. Pending the final application of any such Net Proceeds, the Company or the applicable Subsidiary may temporarily reduce Indebtedness under the Revolving Credit Facility or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "EXCESS PROCEEDS." Within 30 days after the aggregate amount of Excess Proceeds exceeds $5.0 million, the Company shall make an offer to all Holders of Notes (an "ASSET SALE OFFER") to purchase an aggregate principal amount of Notes equal to such Excess Proceeds, at a Purchase Price in cash in an amount equal to 100% of the principal amount thereof, PLUS accrued and unpaid interest and Liquidated Damages, if any, thereon to the Purchase Date. The Asset Sale Offer shall be made in compliance with all applicable laws, including, without limitation, 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 which the Company an Asset Sale, and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or applicable procedures set forth in lieu Article III hereof and shall include all instructions and materials necessary to enable Holders to tender their Notes. To the extent that the aggregate amount of such absence of liabilityNotes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted the applicable Subsidiary harmless from and against may use any loss, liability or cost in respect of such assumed liabilities accompanied by remaining Excess Proceeds for general corporate purposes. If the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full aggregate principal amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (Notes surrendered by Holders thereof exceeds the Offer Amount, the Trustee shall select the particular Notes or its long term debt securities) shall have an Investment Grade Rating (portions thereof to be purchased in accordance with no indication Article III hereof. Upon completion of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeOffer, the amount of Excess Proceeds shall be reset at zero.

Asset Sales. Not later than three (a3) The Company will not, and will not cause or permit Business Days following the receipt of any Restricted Subsidiary to, consummate Net Cash Proceeds of any Asset Sale unless (i) by the Designated Company or any of its Restricted Subsidiaries, the applicable Co-Borrowers shall make prepayments of the Term Loans in accordance with Section 2.10(g) and (h) in an aggregate amount equal to 100% of such Restricted SubsidiaryNet Cash Proceeds; provided, as the case may be, receives consideration that if at the time of that any such prepayment would be required, such Co-Borrower is required to prepay or offer to repurchase (x) Permitted Short Term Indebtedness, solely to the extent that such Asset Sale at least equal constitutes a Specified Divestiture, (y) Permitted First Priority Refinancing Debt, or (z) any Additional Senior Secured Indebtedness that is secured on a pari passu basis with the Secured Obligations pursuant to the Fair Market Value terms of the assets and property subject to documentation governing such Indebtedness, in the case of clauses (x) through (z), with the Net Cash Proceeds of such Asset Sale (such Fair Market Value Permitted Short Term Indebtedness, Permitted First Priority Refinancing Debt or Additional Senior Secured Indebtedness required to be prepaid or offered to be so repurchased, “Other Applicable Indebtedness”), then such Co-Borrower shall apply such Net Cash Proceeds on a pro rata basis (determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% basis of the consideration paid aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of such net proceeds allocated to the Company or Other Applicable Indebtedness shall not exceed the amount of such Restricted Subsidiary from such Asset Sale and all other Asset Sales since Net Cash Proceeds required to be allocated to the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including Other Applicable Indebtedness pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company thereof, and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu amount, if any, of such absence Net Cash Proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of liabilitythe Term Loans and to the prepayment or repurchase of Other Applicable 116 1087312.03B-CHISR01A1209777.02-CHISR02A - MSW Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.10(c) shall be reduced accordingly; provided further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness prepaid or repurchased, the acquiring Person or its parent company agrees to indemnify declined amount shall promptly (and hold in any event within 10 Business Days after the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect date of such assumed liabilities accompanied by rejection) be applied to prepay the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) Term Loans in favor of accordance with the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is made.terms hereof; provided further that:

Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, consummate any 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 (if other than a Casualty Event) at least equal to the Fair Market Value (taking into account the value of all consideration received in connection therewith and set forth in an Officers' Certificate delivered to the Trustee) of the assets and property Property or Equity Interests that are the subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and , (ii) (A) at least 7580% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all therefor (if other Asset Sales since the Issue Date, on than a cumulative basis, Casualty Event) is in the form of cash, Qualified Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swapsiii) or the assumption Net Cash Proceeds received by the acquiring Person Company (or such Restricted Subsidiary, as the case may be) from such Asset Sale shall be remitted, subject to any Intercreditor Agreement, to the Trustee for deposit into the Asset Sale Proceeds Account free of Indebtedness or other liabilities of the Company or a Restricted Subsidiary any Lien (other than liabilities the Liens of the Company or a Restricted Subsidiary that are by their terms subordinated to the NotesSecurity Documents and any Working Capital Facility), and (iv) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless Subsidiary, as the case may be) shall take such action as shall be necessary under 6.03 hereof in order to maintain the Lien of the Trustee on any other consideration received in such Asset Sale. The Net Cash Proceeds from such Asset Sale shall be retained in the Asset Sale Proceeds Account and against shall be available pursuant to Sections 9.03 and 9.04 hereof (x) in the case of Net Cash Proceeds of a Casualty Event, to be applied to the repair, rebuilding or replacement of the Property subject to such Casualty Event and (y) in the case of any loss, liability or cost in respect other Net Cash Proceeds of such assumed liabilities accompanied Asset Sale, to the reinvestment into Property that is used or useful in a Permitted Business, provided that to the extent all of the Net Cash Proceeds have not been so applied to such repair, rebuilding, replacement or reinvestment within 365 days following the receipt of such Net Cash Proceeds (or within such shorter period as shall be specified by the posting Company), such remaining Net Cash Proceeds shall be applied to the making of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) Asset Sale Offer as provided in favor the next-following paragraph. The aggregate amount of the Company Net Cash Proceeds remaining at the end of such period after the application of such Net Cash Indenture Proceeds to the repair, rebuilding, replacement or such Restricted Subsidiary for reinvestment referred to therein, shall constitute "Excess Proceeds." When the full aggregate amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party Excess Proceeds equals or exceeds $10,000,000, the Issuer will be required to make an offer to all Holders (or its long term debt securitiesan "Asset Sale Offer") shall have to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds, at a purchase price in cash in an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing amount equal to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5100% of the Adjusted Consolidated Net Tangible Assets principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of purchase, in accordance with the Company determined at procedures set forth in Article III hereof. To the time extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes tendered in such Asset Sale is madeOffer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero for purposes of the first sentence of this paragraph.

Asset Sales. Subject to Section 4.3 hereof, when any Borrower sells or otherwise disposes of any Collateral (aincluding any sale or other disposition of any FCC License (or the equity of the entity that directly or indirectly holds any FCC License)) other than Inventory in the Ordinary Course of Business or licenses of Intellectual Property granted in the Ordinary Course of Business, Borrowers shall cause (x) one-hundred percent (100%) of the net cash proceeds (i.e., gross cash proceeds less the reasonable costs of such sales or other dispositions) received in connection with such sale or disposition (other than a sale or disposition of the MA Personal Property) and (y) fifty percent (50%) of the net proceeds of the sale of the Borrowers’ MA Personal Property, in each case, to be applied to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof. The Company will notforegoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Each prepayment of the Term Loan made pursuant to this Section 2.3(c)(i), other than from the proceeds of sale or other disposition of any FCC License (or the equity of the entity that directly or indirectly holds any FCC License), shall not require any Prepayment Premium. Each prepayment of the Term Loan made pursuant to this Section 2.3(c)(i) from the proceeds of sale or other disposition of any FCC License (or the equity of the entity that directly or indirectly holds any FCC License) shall be accompanied by any applicable Prepayment Premium. It is understood and will not cause or permit any Restricted Subsidiary to, consummate any Asset Sale unless agreed that (ix) the Company or proceeds of PNC Priority Collateral shall not be applied as provided above so long as PNC Obligations remain outstanding in compliance with the Intercreditor Agreement and such Restricted Subsidiary, as amounts are applied in accordance with the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value terms of the assets and property subject to such Asset Sale (such Fair Market Value to be determined PNC Credit Agreement as in effect on the date of contractually agreeing hereof to effect such Asset Salereduce the PNC Obligations, (y) and the Term Loan Priority Collateral (ii) including the Boston FCC License (A) at least 75% or the equity of the consideration paid to the Company entity that directly or indirectly holds any such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset SwapsBoston FCC License)) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company not PNC Priority Collateral and the remaining Restricted Subsidiaries are no longer liable for such liabilities (proceeds thereof shall be used to mandatorily prepay the Term Loan and not any loans or in lieu of such absence of liability, obligations under the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madePNC Credit Agreement.

Asset Sales. (a) The Company will shall not, and will shall not cause or permit any of its Restricted Subsidiary Subsidiaries to, consummate any 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 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 and property subject to such Asset Sale (such Fair Market Value to be determined on the date or Equity Interests issued or sold or otherwise disposed of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid therefor received by the Company or such Restricted Subsidiary is in the form of cash; 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 Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary transferee that are immediately converted by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision. Within 360 days of the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds, at its option, (i) to repay Senior Debt (and against any loss, liability to correspondingly permanently reduce commitments with respect thereto in the case of revolving borrowings) or cost in respect (ii) to fulfill reimbursement obligations arising under the LC Facility to the extent such reimbursement obligations arose as a result of actual cash payments having been made under such assumed liabilities accompanied by facility for the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor benefit of the Company in connection with the Eau Claire IRBs (and to correspondingly permanently reduce reimbursement obligations with respect thereto) or to cash collateralize the LC Facility if the Indebtedness under the Credit Agreement has been accelerated or (iii) the making of a capital expenditure or the acquisition of other long-term assets (including the acquisition of Capital Stock of a Person) in the same line of business as the Company immediately prior to such Restricted Subsidiary for acquisition. Pending the full final application of any such Net Proceeds, the Company may temporarily reduce Senior Debt or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party Excess Proceeds exceeds $5.0 million (or its long term debt securitiesan "Excess Proceeds Triggering Event"), the Company will be required to make an offer to all Holders of Notes (an "Asset Sale Offer") shall have to purchase the maximum principal amount of Notes that may be purchased out of the Excess Proceeds at an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, offer price in any case, that contemplates such indemnifying party (or its long term debt securities) failing cash in an amount equal to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5100% of the Adjusted Consolidated Net Tangible Assets principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, pursuant to the provisions of Section 3.09 hereof. To the extent that the aggregate amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company determined at may use any remaining Excess Proceeds for general corporate purposes. If the time such aggregate principal amount of Notes surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of an Asset Sale is madeOffer, the amount of Excess Proceeds shall be reset at zero.

Asset Sales. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option to (a1) to repay or purchase unsubordinated Secured Indebtedness and, if the Secured Indebtedness repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; or (2) to purchase Replacement Assets or enter into a binding agreement to do so; provided that such purchase is consummated or capital expenditure is completed no later than 60 days after the end of such 360-day period. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding sentence shall constitute “Excess Proceeds.” Within 30 days after the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall make an Asset Sale Offer to all Holders and all holders of other Indebtedness that is pari passu with the Notes or any Subsidiary Guarantee containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The Company will not, and will not cause or permit any Restricted Subsidiary to, consummate offer price in any Asset Sale unless (i) Offer shall be equal to 100% of principal amount plus accrued and unpaid interest and additional 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 or may use such Restricted Subsidiary, as Excess Proceeds for any purpose not otherwise prohibited by the case may be, receives consideration at Indenture. If the time aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale at least equal 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 Fair Market Value principal amount of the assets Notes and property subject to such other pari passu Indebtedness tendered. Upon completion of each Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liabilityOffer, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) Excess Proceeds shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) be reset at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madezero.

Asset Sales. No later than the first Business Day following the date of receipt by any Note Party or any of its Subsidiaries of any Net Asset Sale Proceeds (ait being understood that such Net Asset Sale Proceeds, if received on or after the Initial Note Date, shall be deposited into a Controlled Account on the same Business Day as receipt thereof), the Remaining Amount shall be reduced in an aggregate amount equal to such Net Asset Sale Proceeds; provided, that (i) The Company will notso long as no Default or Event of Default shall have occurred and be continuing, and will not cause or permit any Restricted Subsidiary to, consummate any (ii) to the extent that aggregate Net Asset Sale unless Proceeds from the Closing Date through the applicable date of determination do not exceed $500,000, upon delivery of a written notice to the Purchasers, Company shall have the option, directly or through one or more Subsidiaries, to invest Net Asset Sale Proceeds (the “Asset Sale Reinvestment Amounts”) in (1) long-term productive assets of the general type used in the business of Company if such assets are purchased or constructed within one hundred eighty (180) days following receipt of such Net Asset Sale Proceeds (and so long as any such individual or aggregate investment in the amount of $500,000 or more has been consented to by the Requisite Purchasers) or (2) Permitted Acquisitions if (x) a definitive purchase agreement with respect to such Permitted Acquisition is executed within one hundred twenty (120) days following receipt of such Net Asset Sale Proceeds and (y) the transaction contemplated by such purchase agreement is consummated within one hundred eighty (180) days of receipt thereof; provided further, pending any such reinvestment all Asset Sale Reinvestment Amounts shall, if requested by the Requisite Purchasers, be held at all times prior to such reinvestment, in an escrow account in form and substance reasonably acceptable to the Requisite Purchasers. In the event that the Asset Sale Reinvestment Amounts are not reinvested by Company prior to the earliest of (i) the Company or last day of such Restricted Subsidiaryone hundred twenty (120) day period (if, as with respect to a Permitted Acquisition, a definitive purchase agreement therefor has not been executed in accordance with the case may beother provisions of this Agreement), receives consideration at (ii) the time last day of such one hundred eighty (180) day period (if, with respect to a Permitted Acquisition, a definitive purchase agreement therefor has been executed but the transactions contemplated thereby have not been consummated in accordance with the other provisions of this Agreement), and (iii) the date of the occurrence of an Event of Default, such Asset Sale at least equal Reinvestment Amounts shall be applied to the Fair Market Value Obligations as set forth in Section 2.14(b). For the avoidance of doubt, if any Net Asset Sale Proceeds are received by any Note Party or any of its Subsidiaries prior to the payment in full and discharge of the assets and property subject to such Asset Sale (such Fair Market Value to be determined on the date of contractually agreeing to effect such Asset Sale) and (ii) (A) at least 75% of the consideration paid to the Company or such Restricted Subsidiary from such Asset Sale and all other Asset Sales since the Issue Date, on a cumulative basis, is in the form of cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary Gxxxxxx NPA Obligations (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of any contingent indemnification amounts for which no claim has been made), such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) Net Asset Sale Proceeds shall be applied as set forth in favor Section 2.13 of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securities) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is madeGxxxxxx NPA.

Asset Sales. Borrower is required to prepay or offer to repurchase (ax) The Company will notPermitted Short Term Indebtedness, and will not cause or permit any Restricted Subsidiary to, consummate any Asset Sale unless (i) solely to the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of extent that such Asset Sale at least equal constitutes a Specified Divestiture, (y) Permitted First Priority Refinancing Debt, or (z) any Additional Senior Secured Indebtedness that is secured on a pari passu basis with the Secured Obligations pursuant to the Fair Market Value terms of the assets and property subject to documentation governing such Indebtedness, in the case of clauses (x) through (z), with the Net Cash Proceeds of such Asset Sale (such Fair Market Value Permitted Short Term Indebtedness, Permitted First Priority Refinancing Debt or Additional Senior Secured Indebtedness required to be prepaid or offered to be so repurchased, “Other Applicable Indebtedness”), then such Co-Borrower shall apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, that the portion of such net 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 Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the prepayment or repurchase of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.10(c) shall be reduced accordingly; provided further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date of contractually agreeing such rejection) be applied to effect prepay the Term Loans in accordance with the terms hereof; provided further that: (i) no such prepayment shall be required under this Section 2.10(c) with respect to (A) any Asset SaleSale permitted by Section 6.06 other than clauses (b) and (i) thereof, (B) the disposition of property which constitutes a Casualty Event, or (C) Asset Sales for fair market value resulting in less than $50,000,000 in Net Cash Proceeds in any fiscal year; and (ii) so long as no Event of Default shall then exist or would arise therefrom, such proceeds shall not be required to be so applied on such date to the extent that the Designated Company shall have delivered an Officers’ Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds are expected to be reinvested in fixed or capital assets or to make Permitted Acquisitions (Aand (x) in the case of Net Cash Proceeds received from the arm’s length sale or disposition for cash of Equity Interests in a Joint Venture Subsidiary for fair market value or the issuance of Equity Interests in a Joint Venture Subsidiary, in each case as permitted under Section 6.06 hereof, such Net Cash Proceeds may also be used to make investments in joint ventures so long as a Company owns at least 7550% of the consideration paid to Equity Interests in such joint venture and (y) in the Company or such Restricted Subsidiary case of Net Cash Proceeds from such an Asset Sale and all by a Joint Venture Subsidiary, such Net Cash Proceeds may also be used by such Joint Venture to reinvest in property (other Asset Sales since the Issue Date, on a cumulative basis, is in the form of than cash, Cash Equivalents, Liquid Securities, Exchanged Properties (including pursuant to Asset Swaps) or the assumption by the acquiring Person of Indebtedness or other liabilities of the Company or a Restricted Subsidiary (other than liabilities of the Company or a Restricted Subsidiary that are by their terms subordinated to the Notes) as a result of which the Company Equivalents and the remaining Restricted Subsidiaries are no longer liable for such liabilities (or in lieu of such absence of liability, the acquiring Person or its parent company agrees to indemnify and hold the Company or such Restricted Subsidiary harmless from and against any loss, liability or cost in respect of such assumed liabilities accompanied by the posting of a letter of credit (issued by a commercial bank that has an Investment Grade Rating) in favor of the Company or such Restricted Subsidiary for the full amount of such liabilities and for so long as such liabilities remain outstanding unless such indemnifying party (or its long term debt securities) shall have to be owned by such Joint Venture and used in an Investment Grade Rating (with no indication of a negative outlook or credit watch with negative implications, in any case, that contemplates such indemnifying party (or its long term debt securitiesactivity permitted under Section 6.15) failing to have an Investment Grade Rating) at the time the indemnity is entered into) (“Permitted Consideration”) or (B) the Fair Market Value of all forms of such consideration other than Permitted Consideration since the Issue Date does not exceed in the aggregate 5% of the Adjusted Consolidated Net Tangible Assets of the Company determined at the time such Asset Sale is made.131 1031947.12E-CHISR1060441.10-CHISR01A - MSW