Common use of Asset Sale Clause in Contracts

Asset Sale. Except as otherwise set forth in Section 4.14 of the Indenture, the Company and the Guarantors shall not, and neither the Company nor the Guarantors shall permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Guarantor or a Subsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company, whether by the Company or one of its Subsidiaries or through the issuance, sale or transfer of Equity Interests by a Subsidiary of the Company, and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: (1) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; and (2) the Company receives or such Subsidiary receives, as applicable, fair market value for such Asset Sale, such determination to be made in good faith by the Company's Board of Directors for Asset Sales exceeding $2,000,000. Solely for purposes of (1) above, (a) any Indebtedness (other than Subordinated Indebtedness) of the Company or such Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Company is and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, (b) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by the Company or any Subsidiary that, in the good faith reasonable judgment of the Company's Board of Directors, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalents. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom are: (a) invested in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor in a Related Business) that in the good faith reasonable judgment of the Company's Board of Directors will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; or (b) used to retire Purchase Money Indebtedness secured by the asset that was the subject of the Asset Sale or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; or (c) applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding. Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in (a), (b) or (c) of the preceding paragraph shall constitute "Excess Proceeds". Within 30 days after the date that the amount of Excess Proceeds exceeds $10,000,000, the Company shall apply the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). 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 Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

Asset Sale. Except as otherwise set forth (1) As provided in Section 4.14 4.13 of the Indenture, the Company Issuers shall not and the Subsidiary Guarantors shall not, and neither the Company Issuers nor the Subsidiary Guarantors shall permit any of their respective the Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Guarantor or a Subsidiary of the CompanySubsidiaries), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the CompanySubsidiaries, whether by an Issuer or any of the Company or one of its Subsidiaries or through the issuance, sale or transfer of Equity Interests by a Subsidiary one of the Company, Subsidiaries and including any sale and leaseback transaction (any of the foregoing, an "“Asset Sale"”), unless: : (1A) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; and , and (2B) the Company receives such Issuer or such Subsidiary receives, as applicable, fair market value for such Asset Sale, such which fair market determination to shall be made in good faith by a resolution of the Company's Board of Directors for if the value of such Asset Sales exceeding Sale is more than $2,000,0002.5 million. Solely for For purposes of clause (1A) above, total consideration received means the total consideration received for such Asset Sales, minus the amount of: (ai) any Purchase Money Indebtedness (other than Subordinated Indebtedness) of secured solely by the Company or such Subsidiary that is expressly assets sold and assumed by a transferee; provided, that the transferee in such Asset Sale Issuers are and with respect to which the Company is and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, (bii) any of such Issuer’s or such Subsidiary’s liabilities, as shown on such Issuer’s or such Subsidiary’s most recent balance sheet, other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Guarantee, that are assumed by the transferee of any such assets; provided, that the Issuers are and the Subsidiaries are fully released from all obligations in connection therewith, (iii) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (civ) the fair market valuevalue of property received as consideration for such Asset Sale that would otherwise constitute a permitted application of Net Cash Proceeds (or other cash in such amount) under clause (2)(A)(i) below (such fair market value to be made as provided in clause (B) above). (2) Within 360 days following such Asset Sale or the receipt of such Net Cash Proceeds, as determined an amount equal to the Net Cash Proceeds therefrom (the “Asset Sale Amount”) shall be: (A) (i) invested in good faith by the Board of Directors, of any asset Additional Assets or (ii) used to make Permitted Investments other than securitiesthose under clauses (a), (b) received by or (c) under the Company or any Subsidiary thatdefinition of “Permitted Investments” in the Indenture, which in the good faith reasonable judgment of the Company's Board of Directors, will Directors shall immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalents. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom are: (a) invested in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor in a Related Business) that in the good faith reasonable judgment of the Company's Board of Directors will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; or , or (bB) used to retire (i) Purchase Money Indebtedness secured by the asset that which was the subject of the Asset Sale or Sale, (ii) Indebtedness outstanding under the Credit Agreement and to permanently reduce the amount of such Indebtedness outstanding under permitted to be incurred pursuant to Section 4.7(b)(3) of the Credit Agreement; Indenture (including that in the case of a revolver or similar arrangement that makes credit available, such commitment is so permanently reduced by such amount), or (ciii) other Indebtedness incurred in accordance with Section 4.7 of the Indenture and secured by a Lien permitted under clause (o) of the definition of “Permitted Liens” in the Indenture; provided, that the amount of Indebtedness repaid with such Net Cash Proceeds pursuant to this clause (iii) shall not exceed the value of the assets securing such Indebtedness repaid, or (C) applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's Issuers’ other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company Issuers to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding, except that, in the case of each of the provisions of clauses (A) and (B), only proceeds from an Asset Sale of assets or Equity Interests of a Foreign Subsidiary may be invested in or used to retire Indebtedness of a Foreign Subsidiary. Pending the final application of any Net Cash Proceeds, the Company Issuers may temporarily reduce revolving credit borrowings or otherwise invest use the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in (a), (b) or (c) of the preceding paragraph shall constitute "Excess Proceeds". Within 30 days after the date that the amount of Excess Proceeds exceeds $10,000,000, the Company shall apply the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). 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 Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

Asset Sale. Except as otherwise set forth in Section 4.14 of the Indenture, the The Company and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their its property, business or assets, including by merger or consolidation (in the case of a Guarantor or a Subsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company, whether by the Company or one of its Subsidiaries a Subsidiary or through the issuance, sale or transfer of Equity Interests by a Subsidiary of the Company, and including any sale and leaseback transaction (any of the foregoing, an "“Asset Sale"”), unless: unless (1) the Company (or its Subsidiary, as the case may be) receive consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; and (2) at least 75% of the total consideration received by the Company or the applicable Subsidiary for such the Asset Sale or series of related Asset Sales consists is in the form of cash or Cash Equivalents, Related Business Assets or a combination thereof; and (2) provided that the Company receives or such Subsidiary receives, as applicable, fair market value for such Asset Sale, such determination to be made in good faith by the Company's Board of Directors for Asset Sales exceeding $2,000,000. Solely for purposes of (1) above, amount of: (a) any Indebtedness liabilities (other than Subordinated Indebtednessas shown on the Company’s or such Subsidiary’s most recent balance sheet or in the notes thereto) of the Company Company’s or such Subsidiary any of its Subsidiaries that is expressly rank equal in right of payment to the Notes and that are assumed by the transferee in of any such Asset Sale assets, and with respect to which the Company is and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, (b) property that within 30 days of such Asset Sale is converted into cash any securities, notes or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) obligations received by the Company or any such Subsidiary thatfrom such transferee that are immediately (but in no event more than 30 days after receipt, in subject to customary settlement periods) converted by the good faith reasonable judgment Company or such Subsidiary into cash or Cash Equivalents (to the extent of the Company's Board of Directorscash or Cash Equivalents, will immediately constitute or be a part of a Related Business as the case may be, received) shall be deemed to be cash or Cash Equivalents, as the case may be, for purposes of this provision. Within 360 days following such after the receipt of any Net Cash Proceeds from an Asset Sale, the Company or the applicable Subsidiary, as the case may be, may apply such Net Cash Proceeds therefrom areProceeds, at its option, to: (a3) invested in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor in a Related Business) that in the good faith reasonable judgment of the Company's Board of Directors will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; or (b) used to retire Purchase Money Indebtedness secured by the asset that was the subject of the Asset Sale or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; or Agreement (c) applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values including that in the case of Indebtedness issued with an original issue discounta revolving credit facility or similar arrangement that makes credit available under the Credit Agreement, such commitment is also permanently reduced by such amount), or (4) (a) purchase one or more businesses or to purchase more than 50% of the Notes and Equity Interests of a Person operating one or more businesses so long as such Person becomes a Subsidiary, (b) make capital expenditures, and/or (c) acquire other Indebtedness then outstandinglong-term assets, in each case, so long as such business or businesses, capital expenditures or long term assets are in a Related Business. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings outstanding under the Credit Agreement or otherwise invest the such Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Any Net Cash Proceeds from Asset Sales that are not so applied as set forth in (a), (b) or (c) of the preceding paragraph shall constitute "invested will be considered “Excess Proceeds". Within 30 days after .” When the date that the aggregate amount of Excess Proceeds exceeds $10,000,000, the Company shall apply the Excess Proceeds (the "Asset Sale Offer Amount") will be required to the repurchase make an offer, within such 360 day period, to all holders of Notes and all holders of the Notes and such Company’s other Indebtedness ranking on a parity with equal in right of payment to the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from of such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) outstanding (the "an “Asset Sale Offer"”) at a to purchase the maximum principal amount of Notes and such other Indebtedness that may be purchased out of the Excess Proceeds. The offer price of for an Asset Sale Offer will be 100% of the principal amount (or accreted value in of the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with Notes plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes to the date of paymentpurchase. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered The offer price will be paid in cash in accordance with the provisions hereof (on a pro rata basis if procedures set forth in the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any)Indenture. 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 Asset Sale Offer AmountExcess Proceeds, the Company may use any remaining Net Cash Excess Proceeds as otherwise permitted not so utilized for general corporate purposes. If the aggregate principal amount of Notes and such other Indebtedness surrendered by holders thereof exceeds the Indenture (other than for making Restricted Payments that are not Investments) and following amount of Excess Proceeds, the consummation Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of each any purchase of Notes pursuant to an Asset Sale Offer Offer, the amount of Excess Proceeds amount shall be reset to at zero.

Asset Sale. Except as otherwise set forth in Section 4.14 4.13 of the Indenture, the Company and the Guarantors shall not, and neither the Company nor the Guarantors shall permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Guarantor or a Subsidiary one of the Company’s Subsidiaries or Unrestricted Subsidiaries), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company’s Subsidiaries or Unrestricted Subsidiaries, whether by the Company or one of its Subsidiaries or Unrestricted Subsidiaries or through the issuance, sale or transfer of Equity Interests by a Subsidiary any of the Company, ’s Subsidiaries or Unrestricted Subsidiaries and including any sale and sale-leaseback transaction (any of the foregoing, an "“Asset Sale"”), unless, with respect to any Asset Sale or related series of Asset Sales involving securities, property or assets with an aggregate fair market value in excess of $2,000,000: (1a) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; , (b) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to, such Asset Sale, and (2c) the Company’s Board of Directors determines in reasonable good faith that the Company receives will receive or such Subsidiary receiveswill receive, as applicable, fair market value for such Asset Sale, such determination to be made in good faith by the Company's Board of Directors for Asset Sales exceeding $2,000,000. Solely for For purposes of (1) above, clause (a) any Indebtedness (other than Subordinated Indebtedness) of the Company or preceding sentence, total consideration received means the total consideration received for such Subsidiary that is expressly Asset Sales minus the amount of (i) Purchase Money Indebtedness secured solely by the assets sold and assumed by the transferee in such Asset Sale and with respect to which a transferee; provided, that the Company is and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, therewith and (bii) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by the Company or any Subsidiary that, in the good faith reasonable judgment of the Company's Board of Directors, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalents. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom are: shall be (a) (i) used to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale, or (ii) used to retire and permanently reduce Indebtedness incurred under the Credit Agreement and other Senior Debt; provided, that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount; or (b) invested in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business) that which in the reasonable good faith reasonable judgment of the Company's ’s Board of Directors will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; . All Net Cash Proceeds from an Event of Loss shall be used as follows: (1) first, the Company shall use such Net Cash Proceeds to the extent deemed necessary or appropriate to rebuild, repair, replace or restore the assets subject to such Event of Loss with comparable assets and (2) then, to the extent any Net Cash Proceeds from an Event of Loss are not used as described in the preceding clause (a), all such remaining Net Cash Proceeds shall be reinvested or used as provided in the immediately preceding clause (a) or (b). The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in clauses (a) used to retire Purchase Money Indebtedness secured by the asset that was the subject of the Asset Sale or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; or and (c) applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discountb) of the Notes immediately preceding paragraph and such other Indebtedness then outstanding. the accumulated Net Cash Proceeds from any Event of Loss not applied as set forth in clauses (1) and (2) of the immediately preceding paragraph shall constitute “Excess Proceeds.” Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest or use for general corporate purposes (other than Restricted Payments that are not solely Restricted Investments) the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in (a), (b) or (c) of When the preceding paragraph shall constitute "Excess Proceeds". Within 30 days after the date that the amount of Excess Proceeds exceeds equal or exceed $10,000,0005,000,000, the Company shall apply offer to repurchase the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and such Notes, together with any other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (), pro rata in proportion to the respective principal amounts of such Indebtedness (or accreted values in the case of Indebtedness issued with an original issue discount) of and the Notes and such other Indebtedness then outstanding) (the "“Asset Sale Offer"”) at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "“Asset Sale Offer Price"”) together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each The Asset Sale Offer shall remain open for at least 20 Business Days following its commencement (the "“Asset Sale Offer Period"”). Upon expiration of the Asset Sale Offer Period, the Company shall apply an amount equal to the Excess Proceeds (the “Asset Sale Offer Amount Amount”) plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof of this covenant (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment). 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 Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following Indenture. Following the consummation of each Asset Sale Offer in accordance with the provisions of this Section 7(b), the Excess Proceeds amount shall be reset to zero. Any repurchase of Notes pursuant to this Section 8(b) shall be made in accordance with the provisions of Section 4.13 of the Indenture.

Asset Sale. Except as otherwise set forth in Section 4.14 of the Indenture, the Company and the Guarantors shall not, and neither the Company nor the Guarantors shall permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Guarantor or a Subsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company, whether by the Company or one of its Subsidiaries or through the issuance, sale or transfer of Equity Interests by a Subsidiary of the Company, and including any sale and leaseback transaction (any of the foregoing, an "Asset SaleSale "), unless: (1) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; and (2) the Company receives or such Subsidiary receives, as applicable, fair market value for such Asset Sale, such determination to be made in good faith by the Company's Board of Directors for Asset Sales exceeding $2,000,000. Solely for purposes of (1) above, (a) any Indebtedness (other than Subordinated Indebtedness) of the Company or such Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Company is and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, (b) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by the Company or any Subsidiary that, in the good faith reasonable judgment of the Company's Board of Directors, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalents. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom are: (a) invested in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor in a Related Business) that in the good faith reasonable judgment of the Company's Board of Directors will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; or (b) used to retire Purchase Money Indebtedness secured by the asset that was the subject of the Asset Sale or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; or (c) applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding. Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in (a), (b) or (c) of the preceding paragraph shall constitute "Excess Proceeds". Within 30 days after the date that the amount of Excess Proceeds exceeds $10,000,000, the Company shall apply the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damagesinterest, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if anyinterest). 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 Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

Asset Sale. Except as otherwise Subject to certain exceptions set forth in Section 4.14 of the Indenture, the Company and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their its property, business or assets, including by merger or consolidation (in the case of a Guarantor or a Subsidiary one or more Subsidiaries or Unrestricted Subsidiaries of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary or Unrestricted Subsidiary of the Company, whether by the Company or one a Subsidiary or Unrestricted Subsidiary of its Subsidiaries the Company or through the issuance, sale or transfer of Equity Interests by a Subsidiary or Unrestricted Subsidiary of the Company, and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: , with respect to any Asset Sale or related series of Asset Sales involving securities, property or assets with an aggregate fair market value in excess of $5,000,000, (1i) at least 75% of the total consideration received by the Company or the applicable Subsidiary or Unrestricted Subsidiary for such Asset Sale or related series of related Asset Sales consists is in the form of cash or Cash Equivalents; , (ii) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on a pro forma basis, to, such Asset Sale, and (2iii) the Board of Directors of the Company receives determines in good faith that the Company or such applicable Subsidiary receives, as applicable, or Unrestricted Subsidiary will be receiving fair market value for such Asset Sale. For purposes of the preceding sentence, total consideration received means the total consideration received for such determination to be made in good faith by the Company's Board Asset Sale or related series of Directors for Asset Sales exceeding $2,000,000. Solely for purposes minus the amount of (1) above, (a) any Purchase Money Indebtedness (other than Subordinated Indebtedness) of secured solely by the assets sold and assumed by a transferee; provided, that the Company or such Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Company is and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, and (b) property that within 30 30-days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by the Company or any Subsidiary that, in the good faith reasonable judgment of the Company's Board of Directors, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalents). Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom are(the "Asset Sale Amount") shall be: (ai)(x) used to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale, or (y) used to retire and permanently reduce Indebtedness incurred under the Credit Facility; provided, that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount, or (ii) invested in fixed assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor in a Related Business) that which in the good faith reasonable judgment of the Company's Board of Directors of the Company will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; or (b) used to retire Purchase Money Indebtedness secured by the asset that was the subject . The accumulated Net Cash Proceeds from Asset Sales and from any Event of the Asset Sale or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; or (c) Loss not applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values as set forth in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding. preceding paragraph shall constitute "Excess Proceeds." Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest or use for general corporate purposes (other than Restricted Payments that are not solely Restricted Investments) the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in (a), (b) or (c) of When the preceding paragraph shall constitute "Excess Proceeds". Within 30 days after the date that the amount of Excess Proceeds exceeds equal or exceed $10,000,000, the Company shall apply offer to repurchase the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and such Notes, together with any other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (), pro rata in proportion to the respective principal amounts of such Indebtedness (or accreted values in the case of Indebtedness issued with an original issue discount) of and the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each The Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply an amount equal to the Excess Proceeds (the "Asset Sale Offer Amount Amount") plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). 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 Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) Indenture, and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

Asset Sale. Except as otherwise set forth in Section 4.14 of the Indenture, the (a) The Company shall not and the Subsidiary Guarantors shall not, and neither the Company nor the Subsidiary Guarantors shall permit any of their respective the Company’s Subsidiaries to, in one or a series of related transactionstransactions with respect to assets or Equity Interests that have a fair market value of $1.5 million or more, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Subsidiary Guarantor or a Subsidiary one of the Company’s Subsidiaries), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company, whether ’s Subsidiaries or Equity Interests of any of the Company’s Unrestricted Subsidiaries owned by the Company or one of its Subsidiaries or through the issuance, sale or transfer of Equity Interests by a Subsidiary any of the Company, ’s Subsidiaries and including any sale and leaseback transaction (any of the foregoing, an "“Asset Sale"”), unless: : (1) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents, or Related Business Assets, except in the case of Asset Sales of Automotive Information Systems, Inc.; and and (2) the Company determines in good faith that the Company receives or such Subsidiary receives, as applicable, fair market value for such Asset Sale, such determination to be made in good faith by the Company's Board of Directors for Asset Sales exceeding $2,000,000. Solely for For purposes of clause (1) above, total consideration received means the total consideration received for such Asset Sale, minus (a) any Indebtedness liabilities (other than Subordinated Indebtednessas shown on the Company’s or such Subsidiary’s most recent balance sheet) of the Company or such any Subsidiary (other than contingent liabilities and liabilities that is expressly are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee in of any such Asset Sale and with respect assets pursuant to which a customary agreement that releases the Company is and its Subsidiaries are fully and unconditionally released or such Subsidiary from any and all obligations in connection therewith, further liability minus (b) the fair market value of property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by the Company or any Subsidiary that, in the good faith reasonable judgment of the Company's Board of Directors, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalents. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom are: (a) invested in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor in a Related Business) that in the good faith reasonable judgment of the Company's Board of Directors will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; or (b) used to retire Purchase Money Indebtedness secured by the asset that was the subject of the Asset Sale or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; or (c) applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding. Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in (a), (b) or (c) of the preceding paragraph shall constitute "Excess Proceeds". Within 30 days after the date that the amount of Excess Proceeds exceeds $10,000,000, the Company shall apply the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). 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 Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

Asset Sale. Except as otherwise set forth in Section 4.14 of the Indenture, the (a) The Company shall not and the Subsidiary Guarantors shall not, and neither the Company nor the Subsidiary Guarantors shall permit any of their respective the Company's Subsidiaries to, in one or a series of related transactionstransactions with respect to assets or Equity Interests that have a fair market value of $1.5 million or more, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Subsidiary Guarantor or a Subsidiary one of the Company's Subsidiaries), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company, whether 's Subsidiaries or Equity Interests of any of the Company's Unrestricted Subsidiaries owned by the Company or one of its Subsidiaries or through the issuance, sale or transfer of Equity Interests by a Subsidiary any of the Company, 's Subsidiaries and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: : (1) at least 7580% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents, or Related Business Assets; and and (2) the Company determines in good faith that the Company receives or such Subsidiary receives, as applicable, fair market value for such Asset Sale, such determination to be made in good faith by the Company's Board of Directors for Asset Sales exceeding $2,000,000. Solely for For purposes of clause (1) above, total consideration received means the total consideration received for such Asset Sale, minus (a) any Indebtedness liabilities (other than Subordinated Indebtednessas shown on the Company's or such Subsidiary's most recent balance sheet) of the Company or such any Subsidiary (other than contingent liabilities and liabilities that is expressly are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee in of any such Asset Sale and with respect assets pursuant to which a customary agreement that releases the Company is and its Subsidiaries are fully and unconditionally released or such Subsidiary from any and all obligations in connection therewith, further liability minus (b) the fair market value of property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and . (cb) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by the Company or any Subsidiary that, in the good faith reasonable judgment of the Company's Board of Directors, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalents. Within 360 300 days following such Asset SaleSale or the receipt of such Net Cash Proceeds, the Net Cash Proceeds therefrom are: (athe "Asset Sale Amount") shall be: (1) invested (or committed, pursuant to a binding commitment subject only to reasonable, customary closing conditions, to be invested, and in fixed assets and property fact is so invested, within an additional 30 days) in Additional Assets (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Subsidiary which is a Subsidiary Guarantor in a Related BusinessBusiness other than notes, bonds, obligation and securities) that or used to make Permitted Investments other than those under clauses (a), (b), and (c) under the definition of "Permitted Investments" in the Indenture, which in the good faith reasonable judgment of the Company's Board of Directors will shall immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately its Subsidiaries following such transaction; or or (b2) used to retire (i) Purchase Money Indebtedness secured by the asset that which was the subject of the Asset Sale Sale, or (ii) Indebtedness outstanding under the Credit Agreement and to permanently reduce the amount of such Indebtedness outstanding under permitted to be incurred pursuant to Section 4.7(b)(3) of the Credit AgreementIndenture; or or (c3) applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the repurchase and redemption of the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding. Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in (a), (b) or (c) of the preceding paragraph shall constitute "Excess Proceeds". Within 30 days after the date that the amount of Excess Proceeds exceeds $10,000,000, the Company shall apply the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). 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 Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

Asset Sale. Except as otherwise set forth in Section 4.14 of the Indenture, the (a) The Company and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of their respective Subsidiaries Subsidiary to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, consummate any of their property, business or assets, including by merger or consolidation Asset Sale unless (in the case of a Guarantor or a Subsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of i) the Company, whether by or such Subsidiary receives consideration at the Company or one time of its Subsidiaries or through such Asset Sale at least equal to the issuanceFair Market Value (including as to the value of all non-cash consideration), sale or transfer of Equity Interests by a Subsidiary of the Company, shares and including any sale and leaseback transaction (any of the foregoing, an "assets subject to such Asset Sale"), unless: ; and (1ii) at least 75% of the total consideration for thereof received by the Company or such Asset Sale or series of related Asset Sales consists Subsidiary is in the form of cash or Cash Equivalents; provided that the following shall be deemed to be cash for purposes of this provision and for no other purpose: (2i) any liabilities (as reflected in the Company receives Company’s or such Subsidiary receivesSubsidiary’s most recent balance sheet or in the footnotes thereto or, if incurred or increased subsequent to the date of such balance sheet, such liabilities that would have been shown on the Company’s or such Subsidiary’s balance sheet or in the footnotes thereto if such incurrence or increase had taken place on the date of such balance sheet, as applicable, fair market value for such Asset Sale, such determination to be made in good faith determined by the Company's Board of Directors for Asset Sales exceeding $2,000,000. Solely for purposes of (1) above, (a) any Indebtedness (other than Subordinated Indebtedness) of the Company or such Subsidiary (other than liabilities that is expressly are by their terms subordinated to the Notes) that are assumed by the transferee in of any such Asset Sale and with respect assets pursuant to a written agreement which releases or indemnifies the Company is and its Subsidiaries are fully and unconditionally released or Subsidiary from such liabilities; (ii) any and all securities, notes or other similar obligations in connection therewith, (b) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by the Company or any such Subsidiary that, in the good faith reasonable judgment of the Company's Board of Directors, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalents. Within 360 days following from such Asset Sale, the Net Cash Proceeds therefrom are: (a) invested in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor in a Related Business) transferee that in the good faith reasonable judgment of the Company's Board of Directors will immediately constitute or be a part of a Related Business of are converted by the Company or such Subsidiary into cash (if it continues to be a Subsidiarythe extent of the cash received) immediately following within 180 days of the receipt thereof; and (iii) any Designated Non-cash Consideration received by the Company or such transaction; or Subsidiary in such Asset Sale having an aggregate Fair Market Value not to exceed $20 million at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value. (b) used to retire Purchase Money Indebtedness secured by Within 365 days after the asset that was the subject Company’s receipt of the Net Available Cash from any Asset Sale or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; or (c) applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring Sale, the Company to redeem such Indebtedness with may apply the proceeds Net Available Cash from such Asset Sale, pro rata at its option: (i) to repay Pari Passu Indebtedness, provided that if the Company shall so reduce Obligations under Pari Passu Indebtedness, the Company shall equally and ratably reduce Obligations under the Notes as provided under Section 5.2 (except that the purchase therefor shall equal 100% of the Outstanding Principal Amount thereof, plus accrued and unpaid interest), or (ii) to make an Investment in proportion any one or more businesses, assets, or property or capital expenditures, in each case (A) used or useful in a Related Business or (B) that replace the properties and assets that are the subject of such Asset Sale, in each case not to exceed a maximum Fair Market Value of $10,000,000; provided, to the respective principal amounts extent the assets subject to such Asset Sale constituted Notes Collateral, such newly acquired assets shall also be Notes Collateral; (or accreted values c) A binding commitment shall be treated as a permitted application of the Net Available Cash from the date of such commitment; provided that in the case event such binding commitment is later canceled or terminated for any reason before such Net Available Cash are so applied, the Company or Subsidiary may enter into another binding commitment (a “Second Commitment”) within nine (9) months of Indebtedness issued with an original issue discount) such cancellation or termination of the Notes and prior binding commitment; provided, further, that the Company or such other Indebtedness then outstandingSubsidiary may enter into a Second Commitment beyond the 365-day period from the Company’s initial receipt of the Net Available Cash under the foregoing provision only one time with respect to each Asset subject to an Asset Sale. Pending the final application of any such Net Cash ProceedsAvailable Cash, the Company or such Subsidiary may temporarily reduce revolving credit borrowings Indebtedness under a Debt Facility, if any, or otherwise invest the such Net Available Cash Proceeds in any manner that is not prohibited by the this Indenture. The accumulated . (d) Any Net Available Cash Proceeds from any Asset Sales Sale that are not applied as provided and within the time period set forth in (a), (bSection 3.19(b)(i) or (cii) of the preceding paragraph shall be deemed to constitute "“Excess Proceeds"”. Within 30 days after When the date that the aggregate amount of Excess Proceeds exceeds $10,000,0005,000,000, the Company shall apply the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company be required to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "“Asset Sale Offer"”) at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal all Holders to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (repurchase on a pro rata basis the maximum principal amount of Notes up to the amount of such Excess Proceeds at 100% of the Outstanding Principal Amount of Notes to be redeemed, plus accrued and unpaid principal or interest thereon to, but excluding, the date of purchase (subject to the rights of Holders of record on any Record Date to receive payments of interest on the related Interest Payment Date), in accordance with the procedures set forth in this Indenture in integral multiples of $1,000 (except that no Note will be purchased in part if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tenderedremaining principal amount would be less than $2,000). (e) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). To the extent that the aggregate amount of Notes so validly tendered and such other pari passu Indebtedness tendered not properly withdrawn pursuant to an Asset Sale Offer is less than the Asset Sale Offer AmountExcess Proceeds, the Company may use any remaining Net Cash portion of such Excess Proceeds that is not applied to purchase Notes for general corporate purposes, the repayment of Indebtedness or as otherwise permitted required pursuant to its other contractual requirements, subject to the terms of this Indenture. If the aggregate principal amount of Notes surrendered by Holders exceeds the Indenture Excess Proceeds, the Notes to be purchased shall be selected on a pro rata basis on the basis of the aggregate principal amount of tendered Notes. (other than for making Restricted Payments that are not Investmentsf) and following the consummation of each The Asset Sale Offer shall remain open for a period of 20 Business Days following its commencement, except to the Excess Proceeds extent that a longer period is required by applicable law (the “Asset Sale Offer Period”). No later than five (5) Business Days after the termination of the Asset Sale Offer Period (the “Asset Sale Purchase Date”), the Company shall purchase the principal amount of Notes required to be purchased pursuant to this Section 3.19 (the “Asset Sale Offer Amount”) or, if less than the Asset Sale Offer Amount has been so validly tendered and not properly withdrawn, all Notes validly tendered in response to the Asset Sale Offer. (g) On or before the Asset Sale Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Asset Sale Offer Amount of Notes or portions of Notes validly tendered and not properly withdrawn pursuant to the Asset Sale Offer, or if less than the Asset Sale Offer Amount has been validly tendered and not properly withdrawn, all Notes validly tendered and not properly withdrawn, in each case in minimum denominations of $1,000 (except that no Note shall be reset purchased in part if the remaining principal amount would be less than $2,000). The Company or the Paying Agent, as the case may be, shall promptly (but in any case not later than five Business Days after termination of the Asset Sale Offer Period) deliver to zeroeach tendering Holder an amount equal to the purchase price of the Notes validly tendered and not properly withdrawn by such holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon receipt of an Authentication Order, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered; provided that each such new Note shall be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. In the event that the Paying Agent shall deliver the purchase price of the Notes pursuant to this clause (g), the Company shall deposit with the Paying Agent one (1) Business Day prior to the Asset Sale Purchase Date an amount equal to the purchase price of the Notes or portions of Notes validly tendered and not properly withdrawn. (h) The Company shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this Section 3.19. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 3.19, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 3.19.

Asset Sale. Except as otherwise set forth in Section 4.14 of the Indenture, the The Company and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their its property, business or assets, including by merger or consolidation (in the case of a Guarantor or a Subsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company, whether by the Company or one of its Subsidiaries a Subsidiary or through the issuance, sale or transfer of Equity Interests by a Subsidiary of the Company, and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: unless (1) the Company (or its Subsidiary, as the case may be) receive consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of; and (2) at least 75% (100% in the case of lease payments) of the total consideration received by the Company or the applicable Subsidiary for such the Asset Sale or series of related Asset Sales consists is in the form of cash or Cash Equivalents; and (2) provided that the Company receives or such Subsidiary receives, as applicable, fair market value for such Asset Sale, such determination to be made in good faith by the Company's Board of Directors for Asset Sales exceeding $2,000,000. Solely for purposes of (1) above, amount of: (a) any Indebtedness liabilities (other than Subordinated Indebtednessas shown on the Company's or such Subsidiary's most recent balance sheet or in the notes thereto) of the Company Company's or such Subsidiary any of its Subsidiaries that is expressly rank equal in right of payment to the Notes and that are assumed by the transferee in of any such Asset Sale assets, and with respect to which the Company is and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, (b) property that within 30 days of such Asset Sale is converted into cash any securities, notes or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) obligations received by the Company or any such Subsidiary thatfrom such transferee that are immediately (but in no event more than 30 days after receipt, in subject to customary settlement periods) converted by the good faith reasonable judgment Company or such Subsidiary into cash or Cash Equivalents (to the extent of the Company's Board of Directorscash or Cash Equivalents, will immediately constitute or be a part of a Related Business as the case may be, received) shall be deemed to be cash or Cash Equivalents, as the case may be, for purposes of this provision. Within 360 days following such after the receipt of any Net Cash Proceeds from an Asset Sale, the Company or the applicable Subsidiary, as the case may be, may apply such Net Cash Proceeds therefrom areProceeds, at its option, to: (a3) invested in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor in a Related Business) that in the good faith reasonable judgment of the Company's Board of Directors will immediately constitute or be a part of a Related Business of the Company or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; or (b) used to retire Purchase Money Indebtedness secured by the asset that was the subject of the Asset Sale or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; or Agreement (c) applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values including that in the case of Indebtedness issued with an original issue discounta revolving credit facility or similar arrangement that makes credit available under the Credit Agreement, such commitment is also permanently reduced by such amount), or (4) (a) purchase one or more businesses or to purchase more than 50% of the Notes and Equity Interests of a Person operating one or more businesses so long as such Person becomes a Subsidiary, (b) make capital expenditures, and/or (c) acquire other Indebtedness then outstandinglong-term assets, in each case, so long as such business or businesses, capital expenditures or long-term assets are in a Related Business. Pending the final application of any such Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings outstanding under the Credit Agreement or otherwise invest the such Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Any Net Cash Proceeds from Asset Sales that are not so applied as set forth in (a), (b) or (c) of the preceding paragraph shall constitute invested will be considered "Excess Proceeds". Within 30 days after ." When the date that the aggregate amount of Excess Proceeds exceeds $10,000,000, the Company shall apply the Excess Proceeds (the "Asset Sale Offer Amount") will be required to the repurchase make an offer, within such 360-day period, to all holders of Notes and all holders of the Notes and such Company's other Indebtedness ranking on a parity with equal in right of payment to the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from of such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) outstanding (the an "Asset Sale Offer") at a to purchase the maximum principal amount of Notes and such other Indebtedness that may be purchased out of the Excess Proceeds. The offer price of for an Asset Sale Offer will be 100% of the principal amount (or accreted value in of the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with Notes plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes to the date of paymentpurchase. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered The offer price will be paid in cash in accordance with the provisions hereof (on a pro rata basis if procedures set forth in the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any)Indenture. 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 Asset Sale Offer AmountExcess Proceeds, the Company may use any remaining Net Cash Excess Proceeds as otherwise permitted not so utilized for general corporate purposes. If the aggregate principal amount of Notes and such other Indebtedness surrendered by holders thereof exceeds the Indenture (other than for making Restricted Payments that are not Investments) and following amount of Excess Proceeds, the consummation Trustee shall select the Notes to be purchased on a pro rata basis. Upon completion of each any purchase of Notes pursuant to an Asset Sale Offer Offer, the amount of Excess Proceeds amount shall be reset to at zero.

Asset Sale. Except as otherwise Subject to certain exceptions set forth in Section 4.14 of the Indenture, the Company Issuers shall not and the Guarantors shall not, and neither the Company nor the Guarantors shall not permit any of their respective Subsidiaries to, in one or a series of related transactions, conveymake any Asset Sale unless, sellwith respect to any Asset Sale or related series of Asset Sales involving securities, transfer, assign property or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation assets (in the case of a Guarantor or a Subsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company, whether by the Company or one of its Subsidiaries or through the issuance, sale or transfer of Equity Interests by a Subsidiary of the Company, and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: (1i) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; , and (2ii) with respect to any Asset Sale or related series of Asset Sales involving a conveyance, sale, transfer, assignment or other disposition of securities, property or assets with an aggregate fair market value in excess of $2,000,000, management determines in reasonable good faith that the Company receives Issuers shall receive or such Subsidiary receivesshall receive, as applicable, fair market value for such Asset Sale, such determination and (iii) with respect to be made any Asset Sale or related series of Asset Sales involving a conveyance, sale, transfer, assignment or other disposition of securities, property or assets with an aggregate fair market value in excess of $5,000,000, the Issuers’ Boards of Directors determine in reasonable good faith by that the Company's Board of Directors Issuers will receive or such Subsidiary shall receive, as applicable, fair market value for such Asset Sales exceeding $2,000,000Sale. Solely for For purposes of clause (1i) above, of the preceding sentence the following shall be deemed to constitute cash or Cash Equivalents: (a) the amount of any Indebtedness or other liabilities of the Issuers or such Subsidiary (other than Subordinated IndebtednessIndebtedness or liabilities that are by their terms subordinated to the Notes) of the Company or such Subsidiary that is expressly are assumed by the transferee in of any such Asset Sale and assets so long as the documents governing such liabilities provide that there is no further recourse to the Issuers or any of their Subsidiaries with respect to which the Company is such liabilities and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, (b) property fair market value of any marketable securities, currencies, notes or other obligations received by either Issuer or any such Subsidiary in exchange for any such assets that within 30 days of such Asset Sale is are converted into cash or Cash Equivalents; providedEquivalents within 90 days after the consummation of such Asset Sale, provided that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by the Company or any Subsidiary that, in the good faith reasonable judgment of the Company's Board of Directors, will immediately constitute or be a part of a Related Business shall be deemed to be cash or Cash Equivalents. Within 360 390 days following such Asset Sale, the Net Cash Proceeds therefrom are(the “Asset Sale Amount”) shall be: (a) (i) used to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale, or (ii) used to retire and permanently reduce Indebtedness incurred under any Credit Agreement or the Wornick Notes; provided, that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount; or (b) invested in fixed assets and or property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Guarantor Person in a Related BusinessBusiness which immediately following such acquisition becomes a Subsidiary of Holding) that which in the reasonable good faith reasonable judgment of the Company's Issuers’ Board of Directors will immediately constitute or be a part of a Related Business of the Company Holding or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction; or (c) any combination of (a) or (b). All Net Cash Proceeds from an Event of Loss shall be used as follows: (1) first, the Issuers shall use such Net Cash Proceeds to the extent necessary to rebuild, repair, replace or restore the assets subject to such Event of Loss with comparable assets; and (2) then, to the extent any Net Cash Proceeds from an Event of Loss are not used as described in the preceding clause (1), all such remaining Net Cash Proceeds shall be reinvested or used as provided in the immediately preceding clause (a), (b) used to retire Purchase Money Indebtedness secured by the asset that was the subject of the or (c). The accumulated Net Cash Proceeds from Asset Sale or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; Sales not applied as set forth in clause (a), (b) or (c) applied to the optional redemption of the Notes immediately preceding paragraph and the accumulated Net Cash Proceeds from any Event of Loss not applied as set forth in accordance with the terms clause (1) or (2) of the Indenture and immediately preceding paragraph shall constitute “Excess Proceeds.” Pending the Company's final application of any Net Cash Proceeds, Holding or one of its Subsidiaries may temporarily reduce revolving credit borrowings or otherwise invest or use for general corporate purposes (other than Restricted Payments that are not solely Restricted Investments) the Net Cash Proceeds in any manner that is not prohibited by the Indenture; provided, however, that the Issuers may not use the Net Cash Proceeds to make Restricted Payments other than Restricted Payments that are solely Restricted Investments or to make Permitted Investments pursuant to clause (a) of the definition thereof. When the Excess Proceeds equal or exceed $5,000,000, the Issuers shall offer to repurchase the Notes, together with any other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds from such Asset Sale, pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding. Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest the Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in (a), (b) or (c) of the preceding paragraph shall constitute "Excess Proceeds". Within 30 days after the date that the amount of Excess Proceeds exceeds $10,000,000, the Company shall apply the Excess Proceeds (the "Asset Sale Offer Amount") to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company Issuers to make an offer to purchase such Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (), pro rata in proportion to the respective principal amounts of such Indebtedness (or accreted values in the case of Indebtedness issued with an original issue discount) of and the Notes and such other Indebtedness then outstanding) (the "“Asset Sale Offer"”) at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "“Asset Sale Offer Price"”) together with accrued and unpaid interest Interest (and Liquidated Damages, if any, ) to the date of payment. Each In order to effect the Asset Sale Offer Offer, the Issuers shall remain open for 20 Business Days promptly after expiration of the 360-day period following its commencement (the "Asset Sale Offer Period"). Upon expiration that produced such Excess Proceeds mail to each Holder of Notes notice of the Asset Sale Offer Period(the “Asset Sale Notice”), offering to purchase the Company shall apply Notes on a date (the “Asset Sale Purchase Date”) that is no earlier than 30 days and no later than 60 days after the date that the Asset Sale Offer Amount plus Notice is mailed, pursuant to the procedures required by the Indenture and described in the Asset Sale Notice. On the Asset Sale Purchase Date, the Issuers shall apply an amount equal to accrued and unpaid interest and Liquidated Damages, if any, the Excess Proceeds (the “Asset Sale Offer Amount”) to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof of this Section 7(b) (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (Price, together with accrued interest and unpaid Interest (and Liquidated Damages, if any)) to the date of payment; provided, however, if on the Asset Sale Purchase Date The Wornick Company is not able to make a Restricted Payment under the Wornick Indenture in an amount equal to the Asset Sale Offer Amount required to be used hereunder to make an Asset Sale Offer, then the Issuers will apply an amount equal to the maximum Restricted Payment amount that may be made by The Wornick Company under the Wornick Indenture on such date ratably to the Indebtedness properly tendered pursuant to Section 4.13. 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 Asset Sale Offer Amount, the Company Issuers may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following Indenture. Following the consummation of each Asset Sale Offer in accordance with the provisions of this Section 7(b), the Excess Proceeds amount shall be reset to zero. If the Asset Sale Purchase Date is on or after an Interest Record Date and on or before the associated Interest Payment Date, any accrued and unpaid Interest (and Liquidated Damages, if any) due on such Interest Payment Date shall be paid to the Person in whose name a Note is registered at the close of business on such Interest Record Date.