Common use of Asset Sale Clause in Contracts

Asset Sale. The Company or the Parent shall not and 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 property, business or assets, including by merger or consolidation (in the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether by the Company or the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted 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; provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) 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 (3) the Parent and the Company determine in good faith that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale. In the event and to the extent that immediately following any Asset Sale the Net Cash Proceeds received by the Company or the Parent or any of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") shall be: (1) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(b) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent 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 above shall constitute "Excess Proceeds." Within 30 days after the date that the amount of Excess Proceeds exceeds $10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal to the Excess Proceeds to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with 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").

Asset Sale. The Company or the Parent shall not not, and shall not permit any of their respective Subsidiaries Restricted Subsidiary to, in one or a series of related transactionsconsummate any Asset Sale, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation unless (in i) the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether consideration received by the Company or such Restricted Subsidiary is at least equal to the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any fair market value of the foregoing, an "Asset Sale"), unless: assets sold or disposed of and (1ii) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales received consists of cash or Temporary Cash Equivalents; provided, that with respect to Investments or the sale of one or more hotel properties, up to 75% of the consideration may consist assumption of Indebtedness of the purchaser of such hotel properties so long as such Company or any Restricted Subsidiary (other than Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) 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 (3) the Parent and the Company determine in good faith that the consideration received by the Parent, the Company or their respective Subsidiariesany Restricted Subsidiary), as applicable, equals PROVIDED that the fair market value for Company or such Asset SaleRestricted Subsidiary is irrevocably and unconditionally released from all liability under such Indebtedness. In Within twelve months after the event and to the extent that immediately following receipt of any Asset Sale the Net Cash Proceeds received by the Company from one or the Parent or any of their respective Subsidiaries from such more Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) Sales occurring on or after the Issue Date Closing Date, the Company shall or shall cause the relevant Restricted Subsidiary to: (i) (A) apply an amount equal to such Net Cash Proceeds to permanently repay Senior Indebtedness of the Company or any Subsidiary Guarantor or Indebtedness of any other Restricted Subsidiary, in each case owing to a Person other than the Company or any of its Restricted Subsidiaries; or (B) invest an equal amount, or the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) within apply (no later than the 360end of the 12-day month period proceeding referred to in clause (i)(B)) such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the excess Net Cash Proceeds therefrom (to the "Asset Sale Amount"extent not applied pursuant to clause (i)) shall be: (1) invested as provided in assets and property (except in connection with the acquisition following paragraph of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the this paragraph 8(b). The amount of such Indebtedness permitted excess Net Cash Proceeds required to be incurred pursuant applied (or to Section 4.7(bbe committed to be applied) during such 12-month period as set forth in clause (i) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent 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 preceding sentence and not applied as set forth above so required by the end of such period shall constitute "Excess Proceeds." Within 30 days after If, as of the date that first day of any calendar month, the aggregate amount of Excess Proceeds exceeds not theretofore subject to an Offer to Purchase pursuant to this paragraph 8(b) totals at least $10 10.0 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, the Company shall apply must commence, not later than the fifteenth Business Day of such month, and consummate an Offer to Purchase from the Holders (and if required by the terms of any Pari Passu Indebtedness, from the holders of such Pari Passu Indebtedness) on a pro rata basis an aggregate principal amount of Notes (the "Asset Sale Offer Amount"and Pari Passu Indebtedness) equal to the Excess Proceeds to the repurchase of the Notes and on such other Indebtedness ranking on a parity with the Notes and with 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 lawdate, 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 equal to 100% of the principal amount (or accreted value thereof, plus, in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with each case, accrued and unpaid interest and Liquidated DamagesAdditional or Special Interest, if any, to the date Payment Date. If the aggregate principal amount of paymentNotes and any such Pari Passu Indebtedness tendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and Pari Passu Indebtedness shall be purchased on a pro rata basis. Each Asset Sale Offer Upon the completion of any such Offers to Purchase, regardless of the amount of Notes validly tendered, the amount of Excess Proceeds shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period")be reset to zero.

Asset Sale. (a) The Company or the Parent shall not and the Subsidiary Guarantors shall not 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 Unrestricted Subsidiaryone of the Company’s Subsidiaries), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether of the Company’s Subsidiaries or Equity Interests of any of the Company’s Unrestricted Subsidiaries owned by the Company or any of the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted 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.; provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; and (2) 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 (3) the Parent and the Company determine determines in good faith that the consideration received by the Parent, the Company receives or their respective Subsidiariessuch Subsidiary receives, as applicable, equals the fair market value for such Asset Sale. In For purposes of clause (1) above, total consideration received means the event and to the extent that immediately following any Asset Sale the Net Cash Proceeds total consideration received by the Company or the Parent or any of their respective Subsidiaries from for such Asset Sale, plus minus (a) any liabilities (as shown on the Net Cash Proceeds of any other Asset Sale(sCompany’s or such Subsidiary’s most recent balance sheet) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") shall be: (1) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of the Company or any Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Parent Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary agreement that releases the Company or such Subsidiary from further liability minus (if it continues to be a Subsidiaryb) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount fair market value of property that within 30 days of such Indebtedness permitted to Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be incurred pursuant to Section 4.7(b) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the treated as Net Cash Proceeds in any manner that is not prohibited by attributable to the Indenture. The accumulated Net Cash Proceeds from Asset Sales not applied as set forth above shall constitute "Excess Proceeds." Within 30 days after the date that the amount of Excess Proceeds exceeds $10 million, which date shall not be prior to 390 days after the original Asset Sale that generated for which such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal to the Excess Proceeds to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with 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")property was received.

Asset Sale. The Subject to certain exceptions set forth in the Indenture, the Company or and the Parent Guarantors shall not not, and shall not permit any of their respective the Company’s 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 or Unrestricted SubsidiarySubsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiaryof the Company’s Subsidiaries or Unrestricted Subsidiaries, whether by the Company or the Parent or one of their respective its Subsidiaries or Unrestricted Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective 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 $5,000,000 (1an Asset Sale (including a series of related Asset Sales) of less than $5,000,000 shall not be subject to this clause (b)), (a) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) 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 (3b) the Parent and the Company determine Company’s Board of Directors determines in good faith that the consideration received by the Parent, the Company will be receiving or their respective Subsidiariessuch Subsidiary will be receiving, as applicable, equals the fair market value for such Asset Sale. In Solely for purposes of the event preceding sentence, “cash and to Cash Equivalents” shall also include, (i) Purchase Money Indebtedness secured solely by the extent assets sold and assumed by a transferee; provided, that immediately following any the Company and its Subsidiaries are fully released from obligations in connection therewith, (ii) assets for use in a Related Business or Equity Interests of a Person that becomes a Guarantor which is primarily engaged in a Related Business, (iii) Indebtedness incurred under the Credit Agreement that is assumed by a transferee; provided that the Company and its Subsidiaries are fully released from obligations in connection with the amounts assumed and the assumed Indebtedness permanently reduced the Indebtedness under the Credit Agreement (and in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount), (iv) property that within 30 days of such Asset Sale the 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 by and (v) TMS Indebtedness; provided that the Company or and its Subsidiaries are fully released from obligations in connection with the Parent or any of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within amounts assumed. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "“Asset Sale Amount"”) shall be: (1a) invested used (i) to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale; or (ii) to retire and permanently reduce Indebtedness incurred under the Credit Agreement; 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) used to make (i) capital expenditures or (ii) investments in assets and property (other than notes, bonds, obligations and securities, except in connection with the acquisition of a Subsidiary which is a Guarantor Person in a Related Business, other than notes, bonds, obligation and securitiesBusiness that becomes a Guarantor) which shall 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 the Parent or such Subsidiary Guarantor (if it continues to be a SubsidiaryGuarantor) immediately following such transaction; or the Company shall, or within such 360-day period, enter into a legally binding agreement to apply such Net Cash Proceeds as described in this clause (2b) used to retire Indebtedness incurred under within six months after such agreement is entered into and apply such Net Cash Proceeds in accordance with the Credit Agreement and to permanently reduce provisions of this clause (b); provided, that if such agreement terminates the amount Company shall have until the later of (i) 90 days after the date of such Indebtedness permitted to be incurred pursuant to Section 4.7(btermination and (ii) 360 days after the date of the IndentureAsset Sale resulting in such Net Cash Proceeds to effect such application. The accumulated Net Cash Proceeds from Asset Sales and from any Event of Loss not applied as set forth in the preceding paragraph shall constitute “Excess Proceeds.” Pending the final application of any Net Cash Proceeds, the Company or the Parent 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 above shall constitute "Excess Proceeds." Within 30 days after When the date that the amount of Excess Proceeds exceeds equal or exceed $10,000,000, within 10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, Business Days the Company shall apply an amount (offer to repurchase the "Asset Sale Offer Amount") equal to the Excess Proceeds 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”) 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 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. Following the consummation of each Asset Sale Offer, the Excess Proceeds amount shall be reset to zero.

Asset Sale. (a) The Company or the Parent shall not and the Subsidiary Guarantors shall not 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 Unrestricted Subsidiaryone of the Company's Subsidiaries), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether of the Company's Subsidiaries or Equity Interests of any of the Company's Unrestricted Subsidiaries owned by the Company or any of the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted 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; provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; and (2) 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 (3) the Parent and the Company determine determines in good faith that the consideration received by the Parent, the Company receives or their respective Subsidiariessuch Subsidiary receives, as applicable, equals the fair market value for such Asset Sale. In For purposes of clause (1) above, total consideration received means the event and to the extent that immediately following any Asset Sale the Net Cash Proceeds total consideration received by the Company or the Parent or any of their respective Subsidiaries from for such Asset Sale, plus minus (a) any liabilities (as shown on the Company's or such Subsidiary's most recent balance sheet) of the Company or any Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or any Subsidiary Guarantee) that are assumed by the transferee of any such assets pursuant to a customary agreement that releases the Company or such Subsidiary from 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 of any other attributable to the original Asset Sale(sSale for which such property was received. (b) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 Within 300 days following such Asset SaleSale or the receipt of such Net Cash Proceeds, the Net Cash Proceeds therefrom (the "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 assets and property fact is so invested, within an additional 30 days) in Additional Assets (except in connection with the acquisition of a Subsidiary which is a Subsidiary Guarantor in a Related Business, Business other than notes, bonds, obligation and securities) 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 shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately its Subsidiaries following such transaction, or ; or (2) used to retire (i) Purchase Money Indebtedness incurred secured by the asset which was the subject of the Asset Sale, or (ii) Indebtedness outstanding under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(b4.7(b)(3) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent 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 ; or (3) applied as set forth above shall constitute "Excess Proceeds." Within 30 days after the date that the amount of Excess Proceeds exceeds $10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal to the Excess Proceeds to the repurchase optional redemption of the Notes in accordance with the terms of the Indenture and such the repurchase and redemption of the Company's other Indebtedness ranking on a parity with the Notes and with 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) (. Pending the "Asset Sale Offer") at a purchase price final application of 100% of any Net Cash Proceeds, the principal amount (Company may temporarily reduce revolving credit borrowings or accreted value otherwise invest the Net Cash Proceeds in any manner that is not prohibited by 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")Indenture.

Asset Sale. The Subject to certain exceptions set forth in the Indenture, the Company or and the Parent Guarantors shall not not, and shall not permit any of their respective the Company's 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 or Unrestricted SubsidiarySubsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiaryof the Company's Subsidiaries or Unrestricted Subsidiaries, whether by the Company or the Parent or one of their respective its Subsidiaries or Unrestricted Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective 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 $5,000,000 (1an Asset Sale (including a series of related Asset Sales) of less than $5,000,000 shall not be subject to this clause (b)), (a) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) 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 (3b) the Parent and the Company determine Company's Board of Directors determines in good faith that the consideration received by the Parent, the Company will be receiving or their respective Subsidiariessuch Subsidiary will be receiving, as applicable, equals the fair market value for such Asset Sale. In Solely for purposes of the event preceding sentence, "cash and to Cash Equivalents" shall also include, (i) Purchase Money Indebtedness secured solely by the extent assets sold and assumed by a transferee; provided, that immediately following any the Company and its Subsidiaries are fully released from obligations in connection therewith, (ii) assets for use in a Related Business or Equity Interests of a Person that becomes a Guarantor which is primarily engaged in a Related Business, (iii) Indebtedness incurred under the Credit Agreement that is assumed by a transferee; provided that the Company and its Subsidiaries are fully released from obligations in connection with the amounts assumed and the assumed Indebtedness permanently reduced the Indebtedness under the Credit Agreement (and in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount), (iv) property that within 30 days of such Asset Sale the 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 by and (v) TMS Indebtedness; provided that the Company or and its Subsidiaries are fully released from obligations in connection with the Parent or any of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within amounts assumed. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") shall be: (1a) invested used (i) to retire Purchase Money Indebtedness secured by the asset which was the subject of the Asset Sale; or (ii) to retire and permanently reduce Indebtedness incurred under the Credit Agreement; 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) used to make (i) capital expenditures or (ii) investments in assets and property (other than notes, bonds, obligations and securities, except in connection with the acquisition of a Subsidiary which is a Guarantor Person in a Related Business, other than notes, bonds, obligation and securitiesBusiness that becomes a Guarantor) which shall 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 the Parent or such Subsidiary Guarantor (if it continues to be a SubsidiaryGuarantor) immediately following such transaction; or the Company shall, or within such 360-day period, enter into a legally binding agreement to apply such Net Cash Proceeds as described in this clause (2b) used to retire Indebtedness incurred under within six months after such agreement is entered into and apply such Net Cash Proceeds in accordance with the Credit Agreement and to permanently reduce provisions of this clause (b); provided, that if such agreement terminates the amount Company shall have until the later of (i) 90 days after the date of such Indebtedness permitted to be incurred pursuant to Section 4.7(btermination and (ii) 360 days after the date of the IndentureAsset Sale resulting in such Net Cash Proceeds to effect such application. The accumulated Net Cash Proceeds from Asset Sales and from any Event of Loss not applied as set forth in the preceding paragraph shall constitute "Excess Proceeds." Pending the final application of any Net Cash Proceeds, the Company or the Parent 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 above shall constitute "Excess Proceeds." Within 30 days after When the date that the amount of Excess Proceeds exceeds equal or exceed $10,000,000, within 10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, Business Days the Company shall apply an amount (offer to repurchase the "Asset Sale Offer Amount") equal to the Excess Proceeds 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") 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 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. Following the consummation of each Asset Sale Offer, the Excess Proceeds amount shall be reset to zero.

Asset Sale. (i) The Company or the Parent shall not not, and shall cause its Subsidiaries 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, consummate any of their property, business or assets, including by merger or consolidation (in the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether by the Company or the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted 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; provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; unless either: (2A) no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect, on as a pro forma basis, to result of such Asset Sale; and ; (3B) the Parent and the Company determine in good faith that the consideration received by the ParentCompany or such Subsidiary, as the case may be, is at least equal to the Fair Market Value of the assets sold or disposed of; (C) in the case of an Asset Sale that constitutes an Asset Disposition, the Company could Incur, at the time of and after giving pro forma effect to such Asset Disposition, at least $1.00 of Indebtedness under Section 10(x); and (D) at least 75% of the consideration received consists of cash, Temporary Cash Investments or their respective SubsidiariesReplacement Assets; provided that in the case of an Asset Sale in which the Company or such Subsidiary receives Replacement Assets involving aggregate consideration in excess of US$10.0 million (or the Dollar Equivalent thereof), the Company shall deliver to the Holders an opinion as to the fairness to the Company or such Subsidiary of such Asset Sale from a financial point of view issued by an accounting, appraisal or investment banking firm of recognized international standing; or provided, however that, for purposes of clause (D), each of the following will be deemed to be cash: (1) any liabilities, as applicableshown on the Company’s most recent consolidated balance sheet, equals of the fair market value for such Asset Sale. In the event Company or any Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the extent Notes or the Guarantee) that immediately following are assumed by the transferee of any Asset Sale such assets pursuant to a customary assumption, assignment, novation or similar agreement that releases the Net Cash Proceeds Company or such Subsidiary from further liability; and (2) any securities, notes or other obligations received by the Company or the Parent or any of their respective Subsidiaries Subsidiary from such Asset Saletransferee that are promptly, plus but in any event within 30 days of closing, converted by the Company or such Subsidiary into cash, to the extent of the cash received in that conversion. (ii) Within 360 days after the receipt of any Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such from an Asset Sale, the Company (or the applicable Subsidiary, as the case may be) may apply such Net Cash Proceeds therefrom to: (the "Asset Sale Amount"A) shall be: (1) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business permanently repay Senior Indebtedness of the Company or the Parent or such a Subsidiary (and, if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted repaid is revolving credit Indebtedness, to be incurred pursuant correspondingly reduce permanently commitments with respect thereto) in each case owing to Section 4.7(b) of the Indenture. Pending the final application of any Net Cash Proceeds, a Person other than the Company or the Parent 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 a Subsidiary; or (B) acquire Replacement Assets. (iii) Any Net Cash Proceeds from Asset Sales that are not applied or invested as set forth above shall provided in clauses (ii)(A) and (ii)(B) of this clause (n) of Section 10 will constitute "“Excess Proceeds." Within 30 days after the date that the amount of ” Excess Proceeds exceeds $of less than US$10.0 million (or the Dollar Equivalent thereof) will be carried forward and accumulated. When accumulated Excess Proceeds exceed US$10.0 million (or the Dollar Equivalent thereof), within 10 milliondays thereof, which date shall not be prior the Company must make an Offer to 390 days after the Asset Sale that generated such Purchase Notes having a principal amount equal to: (A) accumulated Excess Proceeds, multiplied by (B) a fraction (x) the Company shall apply an amount (the "Asset Sale Offer Amount") numerator of which is equal to the Excess Proceeds to the repurchase outstanding principal amount of the Notes and such other Indebtedness ranking on a parity with (y) the Notes and with 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 denominator of which is equal to the respective outstanding principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) amount of the Notes and such other all Senior Note Indenture Indebtedness then outstandingsimilarly required to be repaid, redeemed or tendered for in connection with the Asset Sale, rounded down to the nearest US$1,000. (iv) (the "Asset Sale Offer") at a purchase The offer price of in any Offer to Purchase will be equal to 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 plus accrued and unpaid interest and Liquidated Damages, if any, to the date of paymentpurchase, and will be payable in cash. (v) If any Excess Proceeds remain after consummation of an Offer to Purchase, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Note. Each Asset Sale If the aggregate principal amount of Notes (and any other Senior Note Indenture Indebtedness) tendered into (or required to be prepaid or redeemed in connection with) such Offer shall remain open to Purchase exceeds the amount of Excess Proceeds available for 20 Business Days following its commencement repurchase of the Notes, the Notes will be purchased on a pro rata basis based on the principal amount of Notes tendered (or required to be prepaid or redeemed). Upon completion of each Offer to Purchase, the "Asset Sale Offer Period")amount of Excess Proceeds will be reset at zero.

Asset Sale. The Subject to certain exceptions set forth in the Indenture, the Company or and the Parent Guarantors shall not not, and 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 Subsidiary Guarantor or a one or more Subsidiaries or Unrestricted SubsidiarySubsidiaries of the Company), and including any sale or other transfer or issuance of any Equity Interests of any SubsidiarySubsidiary or Unrestricted Subsidiary of the Company, whether by the Company or a Subsidiary or Unrestricted Subsidiary of the Parent or one of their respective Subsidiaries Company or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries a Subsidiary or Unrestricted Subsidiaries 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; provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2ii) 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 to, such Asset Sale; , and (3iii) the Parent and Board of Directors of the Company determine determines in good faith that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the such applicable Subsidiary or Unrestricted Subsidiary will be receiving fair market value for such Asset Sale. In For purposes of the event and to preceding sentence, total consideration received means the extent that immediately following any total consideration received for such Asset Sale or related series of Asset Sales minus the amount of (a) Purchase Money Indebtedness secured solely by the assets sold and assumed by a transferee; provided, that the Company and its Subsidiaries are fully released from obligations in connection therewith, and (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 received by attributable to the Company or the Parent or any of their respective Subsidiaries from original Asset Sale for which such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within property was received). Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") shall be: (1i)(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 assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation obligations and securities) which shall in the good faith reasonable judgment of the Board of Directors of the Company will immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under . The accumulated Net Cash Proceeds from Asset Sales and from any Event of Loss not applied as set forth in the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(b) of the Indenture. preceding paragraph shall constitute "Excess Proceeds." Pending the final application of any Net Cash Proceeds, the Company or the Parent 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 above shall constitute "Excess Proceeds." Within 30 days after When the date that the amount of Excess Proceeds exceeds equal or exceed $10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds10,000,000, the Company shall apply an amount (offer to repurchase the "Asset Sale Offer Amount") equal to the Excess Proceeds 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") 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, and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

Asset Sale. The Company or the Parent shall not not, and shall not permit any of their respective Subsidiaries Restricted Subsidiary to, in one or a series of related transactionsconsummate any Asset Sale, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation unless (in the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether by i) the Company or such Restricted Subsidiary receives consideration at least equal to the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any Fair Market Value of the foregoing, an "Asset Sale"), unless: assets sold or disposed of and (1ii) at least 75% of the total consideration for (excluding contingent liabilities assumed by the transferee of such Asset Sale or series of related Asset Sales assets) received consists of cash or Temporary Cash Equivalents; provided, that with respect to Investments or the sale assumption of one or more hotel properties, up to 75% of the consideration may consist of Senior Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by Company or a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time ofSubsidiary Guarantor, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent and the Company determine in good faith provided that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset SaleRestricted Subsidiary is irrevocably released from all liability under such Indebtedness. In the event and to the extent that immediately following the Company or any Asset Sale of its Restricted Subsidiaries receive the Net Cash Proceeds from one or more Asset Sales, then the Company shall or shall cause the relevant Restricted Subsidiary to (i) within 12 months after the date Net Cash Proceeds so received (A) apply an amount equal to such excess Net Cash Proceeds to permanently repay (which in the case of the revolving credit facility is accompanied by a corresponding permanent commitment reduction) Senior Indebtedness of the Company or a Subsidiary Guarantor or (B) invest an equal amount, or the Parent amount not so applied pursuant to clause (A) (or any of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or enter into a definitive agreement committing to so invest within 12 months after the Issue Date date of such agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) within apply (no later than the 360end of the 12-day month period proceeding referred to in clause (i) such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the excess Net Cash Proceeds therefrom (to the "Asset Sale Amount") shall be: (1) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred extent not applied pursuant to clause (i)) as provided in the following paragraph of Section 4.7(b) 4.14 of the Indenture. Pending the final application The amount of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in any manner that is not prohibited by clause (i) of the Indenture. The accumulated Net Cash Proceeds from Asset Sales preceding sentence and not applied as set forth above so required by the end of such period shall constitute "Excess Proceeds." Within 30 days after If, as of the date that first day of any calendar month, the aggregate amount of Excess Proceeds exceeds not theretofore subject to an Offer to Purchase pursuant to this Section 4.14 totals at least $10 million5,000,000, which date shall the Company must commence, not later than the fifteenth Business Day of such month, an Offer to Purchase to the Holders of the Notes and, to the extent required by the terms of any Pari Passu Indebtedness, an Offer to Purchase to all holders of such Pari Passu Indebtedness, the maximum principal amount of Notes and any such Pari Passu Indebtedness that may be prior to 390 days after purchased out of the Asset Sale that generated such Excess Proceeds, the Company shall apply at an amount (the "Asset Sale Offer Amount") offer price equal to the Excess Proceeds to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with 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 thereof, plus, in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with each case, accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, to the date Payment Date. If the aggregate principal amount of paymentNotes and any such Pari Passu Indebtedness tendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and Pari Passu Indebtedness shall be purchased on a pro rata basis. Each Asset Sale Offer Upon the completion of any such Offers to Purchase, the amount of Excess Proceeds shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period")be reset at zero.

Asset Sale. The Company or the Parent shall not and 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 property, business or assets, including by merger or consolidation (in the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether by the Company or procure that on each date upon which the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any of its Subsidiaries (other than a member of the foregoingCEAL Group to which the CEAL Exception Conditions apply) receives Net Sale Proceeds from any Asset Sale (including, for the avoidance of doubt, in relation to any sale, lease or disposal of CEAL or all or substantially all of the assets of the CEAL Group) , an "Asset Sale"), unless: (1) at least 75% amount equal to 100 per cent. of the total consideration for Net Sale Proceeds from such Asset Sale shall be applied in accordance with Clause 13.3 (Application of Mandatory Prepayments) provided that (save in respect of any Asset Sale in relation to any sale, lease or series disposal of related Asset Sales consists of cash CEAL or Cash Equivalents; provided, that with respect to the sale of one all or more hotel properties, up to 75% substantially all of the consideration may consist of Indebtedness assets of the purchaser of such hotel properties CEAL Group), so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default then exists, up to €50,000,000 of the Net Sale Proceeds of Asset Sales (other than in relation to any sale, lease or disposal of CEAL or all or substantially all of the assets of the CEAL Group) effected in accordance with Clause 26.2 (Consolidation, Merger, Purchase or Sale of Assets, etc.) shall have occurred and not be continuing at required to be applied in accordance with Clause 13.3 (Application of Mandatory Prepayments) on the time of, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) date of the Parent and the Company determine in good faith that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale. In the event and receipt thereof to the extent that immediately following any Asset such Net Sale Proceeds shall be used (A) to effect Permitted Acquisitions, (B) to purchase replacement equipment and/or (C) make additional Capital Expenditures, in each case in accordance with the Net Cash Proceeds received by the Company or the Parent or any requirements of their respective Subsidiaries from such Asset Salethis Agreement, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Saledate and if all or any portion of such Net Sale Proceeds not so required to be applied are not so utilised within 360 days after the date of the receipt of such Net Sale Proceeds, then such remaining portion shall be applied on the date falling 360 days after the date of receipt of such Net Sale Proceeds in accordance with the requirements of this paragraph (b). Concurrently with each delivery of financial statements pursuant to paragraph (a) (Quarterly Financial Statements) or (b) (Annual Financial Statements) of Clause 23.1 (Information Covenants), the Net Cash Proceeds therefrom (Parent shall also deliver a certificate setting forth in reasonable detail the "Asset Sale Amount") shall be: calculation of: (1) invested in assets the dates and property amount of Net Sale Proceeds for each Assets Sale which occurred during the respective fiscal quarter or year, which Net Sale Proceeds were not applied to repay principal of Term Facility Outstandings (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securitiesor to reduce Commitments) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary pursuant to this paragraph (if it continues to be a Subsidiary) immediately following such transaction, or b)); (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(b) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent 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 Sale Proceeds from Asset Sales not previously effected (identifying the date of the respective Asset Sales) applied during the respective fiscal quarter or year pursuant to this paragraph (b); and (3) any amount of Net Sale Proceeds in respect of which the 360 day period referenced above has lapsed during the respective fiscal quarter or year without the Net Sale Proceeds having been applied as set forth above shall constitute "Excess Proceeds." Within 30 days after contemplated by this paragraph (b). Notwithstanding anything to the date that contrary above, in cases where the amount required to be repaid by any Borrower on any date pursuant to the foregoing would be less than €1,000,000, the relevant Borrower may defer the required repayment until the first date upon which the aggregate amount which would be required to be applied pursuant to this paragraph (b) would equal or exceed €1,000,000. For the avoidance of Excess doubt any Net Sale Proceeds exceeds $10 million, held in escrow with a commercial bank which date is a Lender with a rating of A1/P1 from S&P shall not be prior required to 390 days after the Asset be applied in accordance with Clause 13.3 (Application of Mandatory Prepayments) until such Net Sale that generated such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal to the Excess Proceeds to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds are released 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")escrow.

Asset Sale. The Company or the Parent shall not will not, and shall will not permit any of their respective Subsidiaries Restricted Subsidiary to, in one or a series of related transactionsconsummate any Asset Sale, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation unless (in i) the case of a Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether consider- ation received by the Company or such Restricted Subsidiary is at least equal to the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries and including any sale and leaseback transaction (any fair market value of the foregoing, an "Asset Sale"), unless: assets sold or disposed of and (1ii) at least 7585% of the total consideration for (excluding contingent liabilities assumed by the transferee of any such Asset Sale or series of related Asset Sales assets) received consists of cash or Temporary Cash Equivalents; provided, that with respect to Investments or the sale assumption of one or more hotel properties, up to 75% of the consideration may consist of Senior Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by Company or a first priority Lien on the hotel property or properties sold; (2) no Default or Event of Default shall have occurred and be continuing at the time ofSubsidiary Guarantor, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent and the Company determine in good faith provided that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset SaleRestricted Subsidiary is irrevocably released from all liability under such Indebtedness. In the event and to the extent that immediately following any Asset Sale the Net Cash Proceeds received by the Company or the Parent or any of their respective its Restricted Subsidiaries from such one or more Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) Sales occurring on or after the Issue Closing Date and (ii) within the 360-day in any period proceeding such Asset Sale, of 12 consecutive months exceed 10% of Adjusted Consolidated Net Tangible AssetsAssets (determined as of the date closest to the commencement of such 12-month period for which a consolidated balance sheet of the Company and its Subsidiaries has been filed with the Commission or provided to the Holders pursuant to Section 4.03 of the Indenture), then the Indenture provides that Company shall or shall cause the relevant Restricted Subsidiary to (i) within 360 days following such Asset Sale, 12 months after the date Net Cash Proceeds therefrom so received exceed 10% of Adjusted Consolidated Net Tangible Assets (the "Asset Sale Amount"A) shall be: (1) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business apply an amount equal to such excess Net Cash Proceeds to permanently repay Senior Indebtedness of the Company or the Parent a Subsidiary Guarantor or such Subsidiary (if it continues to be a SubsidiaryB) immediately following such transactioninvest an equal amount, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount not so applied pursuant to clause (A) (or enter into a definitive agreement committing to so invest within 12 months after the date of such Indebtedness permitted agreement), in property or assets (other than current assets) of a nature or type or that are used in a business (or in a company having property and assets of a nature or type, or engaged in a business) similar or related to be incurred the nature or type of the property and assets of, or the business of, the Company and its Restricted Subsidiaries existing on the date of such investment and (ii) apply (no later than the end of the 12-month period referred to in clause (i)) such excess Net Cash Proceeds (to the extent not applied pursuant to clause (i)) as provided in the following paragraph of Section 4.7(b) 4.15 of the Indenture. Pending the final application The amount of any Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings or otherwise invest the such excess Net Cash Proceeds required to be applied (or to be committed to be applied) during such 12-month period as set forth in any manner that is not prohibited by clause (i) of the Indenture. The accumulated Net Cash Proceeds from Asset Sales preceding sentence and not applied as set forth above so required by the end of such period shall constitute "Excess Proceeds." Within 30 days after If, as of the date that first day of any calendar month, the aggregate amount of Excess Proceeds exceeds not theretofore subject to an Offer to Purchase pursuant to this covenant totals at least $10 million5,000,000, which date shall the Company must commence, not later than the fifteenth Business Day of such month, an Offer to Purchase to the Holders of the Notes and, to the extent required by the terms of any Pari Passu Indebtedness, an Offer to Purchase to all holders of such Pari Passu Indebtedness, the maximum principal amount of Notes and any such Pari Passu Indebtedness that may be prior to 390 days after purchased out of the Asset Sale that generated such Excess Proceeds, the Company shall apply at an amount (the "Asset Sale Offer Amount") offer price equal to the Excess Proceeds to the repurchase of the Notes and such other Indebtedness ranking on a parity with the Notes and with 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 thereof, plus, in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with each case, accrued and unpaid interest and Liquidated DamagesAdditional Interest, if any, to the date Payment Date. If the aggreage principal amount of paymentNotes and any such Pari Passu Indebtedness tendered by holders thereof exceeds the amount of Excess Proceeds, the Notes and Pari Passu Indebtedness shall be purchased on a pro rata basis. Each Asset Sale Offer Upon the completion of any such Offers to Purchase, the amount of Excess Proceeds shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period")be reset at zero.

Asset Sale. The Company or and the Parent Subsidiary Guarantors shall not not, and 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 Subsidiary Guarantor or Unrestricted Subsidiarya Subsidiary of the Company), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary of the Company (other than directors' qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Subsidiary), whether by the Company or the Parent or one of their respective Subsidiaries a Subsidiary or through the issuance, sale or transfer of Equity Interests by one a Subsidiary of their respective Subsidiaries or Unrestricted Subsidiaries the Company, and including any sale and leaseback transaction (any of the foregoing, an "Asset Sale"), unless: unless (1l)(a) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; provided, that with respect to the sale of one or more hotel properties, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) 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 (3) the Parent and the Company determine in good faith that the consideration received by the Parent, the Company or their respective Subsidiaries, as applicable, equals the fair market value for such Asset Sale. In the event and to the extent that immediately following any Asset Sale the Net Cash Proceeds received by the Company or the Parent or any of their respective Subsidiaries from such Asset Sale, plus the Net Cash Proceeds of any other Asset Sale(s) which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Offer Amount") shall be: are applied (1i) invested in assets and property (except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(b) of the Indenture. Pending the final application of any Net Cash Proceeds, the Company or the Parent 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 above shall constitute "Excess Proceeds." Within 30 within 180 days after the date that of such Asset Sale to the amount optional redemption of Excess Proceeds exceeds $10 millionthe Notes in accordance with the terms of this Indenture and other Indebtedness of the Company ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness with the proceeds for asset sales, which date shall not be prior pro rata in proportion to 390 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 or (ii) within 210 days after the date of such Asset Sale that generated such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal to the Excess Proceeds 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 for asset sales 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 outstandingproperly tendered) (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, made within 180 days of such Asset Sale or (b) within 180 days following such Asset Sale, the Asset Sale Offer Amount is (i) invested (or committed, pursuant to a binding commitment subject only to reasonable, customary closing conditions, to be invested, and in fact is so invested, within an additional 90 days) in assets and property (except in connection with the acquisition of a Wholly Owned Subsidiary in a Related Business, other than notes, bonds, obligation and securities) which in the good faith reasonable judgment of the 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 in Restricted Investments permitted by Section 4.9 of the Indenture; provided that proceeds from Asset Sales effected by a Subsidiary Guarantor or a Canadian Subsidiary may not be reinvested in a Foreign Subsidiary which is not a Canadian Subsidiary or (ii) used to retire Purchase Money Indebtedness or Senior Debt and to permanently reduce (in the case of Senior Debt that is not Purchase Money Indebtedness) the amount of such Indebtedness outstanding on the Issue Date or permitted pursuant to paragraph (b) (but only to the extent that such paragraph (b) relates to revolving credit borrowings under the Credit Agreement and the Canadian Credit Agreement), (c) or (d), as applicable, of Section 4.7 of the 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); provided that any proceeds from Asset Sales effected by a Subsidiary Guarantor or a Canadian Subsidiary may not be used to retire Indebtedness of or make an Investment in any Foreign Subsidiary which is not a Canadian Subsidiary, except to the extent allowable pursuant to clause (h) of the definition of Permitted Investment, (2) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents, (3) 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 (4) the Board of Directors of the Company determines in good faith that the Company or such Subsidiary, as applicable, receives the fair market value for such Asset Sale. Each An acquisition of Notes pursuant to an Asset Sale Offer may be deferred until the accumulated Net Cash Proceeds from Asset Sales not applied to the uses and in the time periods set forth in 1(a)(i) or 1(b) above (the "Excess Proceeds") exceeds $10,000,000 and that each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Pending application of the Net Cash Proceeds pursuant to Section 4.13 of the Indenture, such Net Cash Proceeds shall be invested in Permitted Investments (other than pursuant to clause (a), (e) or (h) of the definition thereof) or used to reduce outstanding loans under any working capital facility. 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 (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 for general corporate purposes as otherwise permitted by this Indenture and following each Asset Sale Offer the Excess Proceeds amount shall be reset to zero. For purposes of (2) in the preceding paragraph, total consideration received means the total consideration received for such Asset Sales minus the amount of (a) Purchase Money Indebtedness secured solely by the assets sold and assumed by a transferee and Senior Debt assumed by the transferee, provided in each case that the Company, the Guarantors and their Subsidiaries are released from all obligations in connection therewith and (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.

Asset Sale. The Company or Subject to certain exceptions set forth in the Parent Indenture, the Issuers shall not and 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 Subsidiary or Unrestricted Subsidiary), and including any sale or other transfer or issuance of any Equity Interests of any Subsidiary, whether by the Company or the Parent or one of their respective Subsidiaries or through the issuance, sale or transfer of Equity Interests by one of their respective Subsidiaries or Unrestricted Subsidiaries 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; provided, that and (ii) with respect to the sale any Asset Sale or related series of one Asset Sales involving a conveyance, sale, transfer, assignment or more hotel propertiesother disposition of securities, up to 75% of the consideration may consist of Indebtedness of the purchaser of such hotel properties so long as such Indebtedness is secured by a first priority Lien on the hotel property or properties sold; (2) no Default or Event assets with an aggregate fair market value in excess of Default shall have occurred and be continuing at the time of$2,000,000, or would occur after giving effect, on a pro forma basis, to such Asset Sale; and (3) the Parent and the Company determine management determines in reasonable good faith that the consideration received by the Parent, the Company Issuers shall receive or their respective Subsidiariessuch Subsidiary shall receive, as applicable, equals fair market value for such Asset Sale, and (iii) 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 $5,000,000, the Issuers’ Boards of Directors determine in reasonable good faith that the Issuers will receive or such Subsidiary shall receive, as applicable, fair market value for such Asset Sale. In For purposes of clause (i) of the event and 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 Indebtedness or liabilities that are by their terms subordinated to the extent Notes) that immediately following any Asset Sale the Net Cash Proceeds received are assumed by the Company or transferee of any such assets so long as the Parent documents governing such liabilities provide that there is no further recourse to the Issuers or any of their respective Subsidiaries from with respect to such liabilities and (b) 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 are converted into cash or Cash Equivalents within 90 days after the consummation of such Asset Sale, plus the provided that such cash and Cash Equivalents shall be treated as Net Cash Proceeds of any other attributable to the original Asset Sale(s) Sale for which occurred (i) on or after the Issue Date and (ii) within the 360-day period proceeding such Asset Sale, exceed 10% of Adjusted Consolidated Net Tangible Assets, the Indenture provides that within 360 property was received. Within 390 days following such Asset Sale, the Net Cash Proceeds therefrom (the "“Asset Sale Amount"”) shall be: (1a) (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 assets and or property (other than notes, bonds, obligations and securities, except in connection with the acquisition of a Subsidiary which is a Guarantor Person in a Related Business, other than notes, bonds, obligation and securitiesBusiness which immediately following such acquisition becomes a Subsidiary of Holding) which shall in the reasonable good faith judgment of the Issuers’ Board of Directors will immediately constitute or be a part of a Related Business of the Company or the Parent 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) or (c). The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in clause (a), (b) or (c) of the immediately preceding paragraph and the accumulated Net Cash Proceeds from any Event of Loss not applied as set forth in clause (1) or (2) used to retire Indebtedness incurred under the Credit Agreement and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(b) of the Indenture. immediately preceding paragraph shall constitute “Excess Proceeds.” Pending the final application of any Net Cash Proceeds, the Company Holding or the Parent 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. The accumulated ; provided, however, that the Issuers may not use the Net Cash Proceeds from Asset Sales not applied as set forth above shall constitute "Excess Proceeds." Within 30 days after to make Restricted Payments other than Restricted Payments that are solely Restricted Investments or to make Permitted Investments pursuant to clause (a) of the date that the amount of Excess Proceeds exceeds $10 million, which date shall not be prior to 390 days after the Asset Sale that generated such Excess Proceeds, the Company shall apply an amount (the "Asset Sale Offer Amount") equal to definition thereof. When the Excess Proceeds equal or exceed $5,000,000, the Issuers shall offer to repurchase 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 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, the Issuers shall promptly after expiration of the 360-day period following the Asset Sale that produced such Excess Proceeds mail to each Holder of Notes notice of the Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "“Asset Sale Notice”), offering to purchase the 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 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 the Excess Proceeds (the “Asset Sale Offer Period"Amount”) to the purchase of all Indebtedness properly tendered in accordance with the provisions 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, together with accrued 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 Issuers may use any remaining Net Cash Proceeds as otherwise permitted by the 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.