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 Except as otherwise set forth in Section 4.14 of the Indenture, the Company or and the Parent Guarantors shall not not, and neither the Company nor the Guarantors shall not permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Guarantor or a Subsidiary or Unrestricted Subsidiaryof the Company), and including any sale or other transfer or issuance of any Equity Interests of any SubsidiarySubsidiary of the Company, whether by the Company or the Parent or one of their respective its Subsidiaries 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: (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; 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 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, such determination to be made in good faith by the Company's Board of Directors for Asset Sales exceeding $2,000,000. In Solely for purposes of (1) above, (a) any Indebtedness (other than Subordinated Indebtedness) of the event and to Company or such Subsidiary that is expressly assumed by the extent that immediately following any transferee in such Asset Sale and with respect to which the Company is and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, (b) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by the Company or any Subsidiary that, in the Parent good faith reasonable judgment of the Company's Board of Directors, will immediately constitute or any be a part of their respective Subsidiaries from such Asset Sale, plus the Net a Related Business shall be deemed to be cash or 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 Equivalents. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") shall beare: (1a) invested in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall that in the good faith reasonable judgment of the Company's Board of Directors will immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, ; or (2b) used to retire Purchase Money Indebtedness incurred under secured by the Credit Agreement and asset that was the subject of the Asset Sale or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; or (c) applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness permitted with the proceeds from such Asset Sale, pro rata in proportion to be incurred pursuant to Section 4.7(bthe respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the IndentureNotes and such other Indebtedness then outstanding. 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 in (a), (b) or (c) of the preceding paragraph shall constitute "Excess Proceeds." ". Within 30 days after the date that the amount of Excess Proceeds exceeds $10 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 the Excess Proceeds (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 pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest and Liquidated Damages, if any, to the purchase of all Indebtedness properly tendered in accordance with the provisions hereof (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued interest and Liquidated Damages, if any). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

Asset Sale. The Except as otherwise set forth in Section 4.14 of the Indenture, the Company or and the Parent Guarantors shall not not, and neither the Company nor the Guarantors shall not permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Guarantor or a Subsidiary or Unrestricted Subsidiaryof the Company), and including any sale or other transfer or issuance of any Equity Interests of any SubsidiarySubsidiary of the Company, whether by the Company or the Parent or one of their respective its Subsidiaries 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 SaleSale "), unless: (1) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; 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 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, such determination to be made in good faith by the Company's Board of Directors for Asset Sales exceeding $2,000,000. In Solely for purposes of (1) above, (a) any Indebtedness (other than Subordinated Indebtedness) of the event and to Company or such Subsidiary that is expressly assumed by the extent that immediately following any transferee in such Asset Sale and with respect to which the Company is and its Subsidiaries are fully and unconditionally released from any and all obligations in connection therewith, (b) property that within 30 days of such Asset Sale is converted into cash or Cash Equivalents; provided, that such cash and Cash Equivalents shall be treated as Net Cash Proceeds attributable to the original Asset Sale for which such property was received, and (c) the fair market value, as determined in good faith by the Board of Directors, of any asset (other than securities) received by the Company or any Subsidiary that, in the Parent good faith reasonable judgment of the Company's Board of Directors, will immediately constitute or any be a part of their respective Subsidiaries from such Asset Sale, plus the Net a Related Business shall be deemed to be cash or 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 Equivalents. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom (the "Asset Sale Amount") shall beare: (1a) invested in fixed assets and property (other than notes, bonds, obligations and other securities, except in connection with the acquisition of a Subsidiary which is a Guarantor in a Related Business, other than notes, bonds, obligation and securities) which shall that in the good faith reasonable judgment of the Company's Board of Directors will immediately constitute or be a part of a Related Business of the Company or the Parent or such Subsidiary (if it continues to be a Subsidiary) immediately following such transaction, ; or (2b) used to retire Purchase Money Indebtedness incurred under secured by the Credit Agreement and asset that was the subject of the Asset Sale or to permanently reduce the amount of Indebtedness outstanding under the Credit Agreement; or (c) applied to the optional redemption of the Notes in accordance with the terms of the Indenture and the Company's other Indebtedness ranking on a parity with the Notes and with similar provisions requiring the Company to redeem such Indebtedness permitted with the proceeds from such Asset Sale, pro rata in proportion to be incurred pursuant to Section 4.7(bthe respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the IndentureNotes and such other Indebtedness then outstanding. 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 in (a), (b) or (c) of the preceding paragraph shall constitute "Excess Proceeds." ". Within 30 days after the date that the amount of Excess Proceeds exceeds $10 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 the Excess Proceeds (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 pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) (the "Asset Sale Offer") at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment. Each Asset Sale Offer shall remain open for 20 Business Days following its commencement (the "Asset Sale Offer Period"). Upon expiration of the Asset Sale Offer Period, the Company shall apply the Asset Sale Offer Amount plus an amount equal to accrued and unpaid interest, 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). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture (other than for making Restricted Payments that are not Investments) and following the consummation of each Asset Sale Offer the Excess Proceeds amount shall be reset to zero.

Asset Sale. 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.

Asset Sale. 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 Guarantor or a Subsidiary or Unrestricted Subsidiaryof the Company), and including any sale or other transfer or issuance of any Equity Interests of any SubsidiarySubsidiary of the Company, 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 (1) the Company (or its Subsidiary, as the case may be) receive consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; and (2) at least 75% of the total consideration 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 applicable Subsidiary for the Asset Sale is in the form of cash or Cash Equivalents, Related Business Assets or a combination thereof; provided that the amount of: (a) any liabilities (as shown on the Company’s or such Subsidiary’s most recent balance sheet or in the notes thereto) of the Company’s or any of their respective its Subsidiaries that rank equal in right of payment to the Notes and that are assumed by the transferee of any such assets, and (b) any securities, notes or other obligations received by the Company or any such Subsidiary from such Asset Saletransferee that are immediately (but in no event more than 30 days after receipt, plus subject to customary settlement periods) converted by the Company or such Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents, as the case may be, received) shall be deemed to be cash or Cash Equivalents, as the case may be, for purposes of this provision. Within 360 days 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 (the "Asset Sale Amount") shall beProceeds, at its option, to: (13) invested permanently reduce Indebtedness outstanding under the Credit Agreement (including that in assets and property (except in connection with the acquisition case of a Subsidiary which revolving credit facility or similar arrangement that makes credit available under the Credit Agreement, such commitment is also permanently reduced by such amount), or (4) (a) purchase one or more businesses or to purchase more than 50% of the Equity Interests of a Guarantor Person operating one or more businesses so long as such Person becomes a Subsidiary, (b) make capital expenditures, and/or (c) acquire other long-term assets, in each case, so long as such business or businesses, capital expenditures or long term assets are 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 such Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings outstanding under the Credit Agreement or otherwise invest the such Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Any Net Cash Proceeds from Asset Sales that are not so applied as set forth above shall constitute "or invested will be considered “Excess Proceeds." Within 30 days after ” When the date that the aggregate amount of Excess Proceeds exceeds $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 will be required to make an amount (the "Asset Sale Offer Amount") equal offer, within such 360 day period, to the Excess Proceeds to the repurchase all holders of Notes and all holders of the Notes and such Company’s other Indebtedness ranking on a parity with equal in right of payment to the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from of such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) outstanding (the "an “Asset Sale Offer"”) at a to purchase the maximum principal amount of Notes and such other Indebtedness that may be purchased out of the Excess Proceeds. The offer price of for an Asset Sale Offer will be 100% of the principal amount (or accreted value in of the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with Notes plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes to the date of paymentpurchase. Each The offer price will be paid in cash in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and such other Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds not so utilized for general corporate purposes. If the aggregate principal amount of Notes and such other Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall remain open for 20 Business Days following its commencement (select the "Notes to be purchased on a pro rata basis. Upon completion of any purchase of Notes pursuant to an Asset Sale Offer Period")Offer, the amount of Excess Proceeds shall 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 Except as otherwise set forth in Section 4.13 of the Indenture, the Company or and the Parent Guarantors shall not not, and neither the Company nor the Guarantors shall not permit any of their respective Subsidiaries to, in one or a series of related transactions, convey, sell, transfer, assign or otherwise dispose of, directly or indirectly, any of their property, business or assets, including by merger or consolidation (in the case of a Subsidiary Guarantor or one of the Company’s Subsidiaries or Unrestricted SubsidiarySubsidiaries), 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 any 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 $2,000,000: (1a) at least 75% of the total consideration for such Asset Sale or series of related Asset Sales consists of cash or Cash Equivalents; 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; (2b) 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 (3c) the Parent and the Company determine Company’s Board of Directors determines in reasonable good faith that the consideration received by the Parent, the Company will receive or their respective Subsidiariessuch Subsidiary will receive, as applicable, equals the fair market value for such Asset Sale. In For purposes of clause (a) of the event and to preceding sentence, total consideration received means 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 Sales minus the Net Cash Proceeds amount of any other Asset Sale(s) which occurred (i) on or after Purchase Money Indebtedness secured solely by the Issue Date assets sold and assumed by a transferee; provided, that the Company is and its Subsidiaries are fully released from obligations in connection therewith and (ii) property that within the 360-day period proceeding 30 days of such Asset SaleSale is converted into cash or Cash Equivalents; provided, exceed 10% of Adjusted Consolidated that such cash and Cash Equivalents shall be treated as Net Tangible Assets, Cash Proceeds attributable to the Indenture provides that within original Asset Sale for which such property was received. Within 360 days following such Asset Sale, the Net Cash Proceeds therefrom shall be (a) (i) used to retire Purchase Money Indebtedness secured by the "asset which was the subject of the Asset Sale Amount"Sale, or (ii) shall be: used to retire and permanently reduce Indebtedness incurred under the Credit Agreement and other Senior Debt; provided, that in the case of a revolver or similar arrangement that makes credit available, such commitment is permanently reduced by such amount; or (1b) invested in assets and property (other than notes, bonds, obligations and securities, 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 in the reasonable good faith 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 (if it continues to be a Subsidiary) immediately following such transaction. All Net Cash Proceeds from an Event of Loss shall be used as follows: (1) first, the Company shall use such Net Cash Proceeds to the extent deemed necessary or appropriate to rebuild, repair, replace or restore the assets subject to such Event of Loss with comparable assets and (2) then, to the extent any Net Cash Proceeds from an Event of Loss are not used to retire Indebtedness incurred under as described in the Credit Agreement preceding clause (a), all such remaining Net Cash Proceeds shall be reinvested or used as provided in the immediately preceding clause (a) or (b). The accumulated Net Cash Proceeds from Asset Sales not applied as set forth in clauses (a) and to permanently reduce the amount of such Indebtedness permitted to be incurred pursuant to Section 4.7(b(b) of the Indenture. immediately preceding paragraph and the accumulated Net Cash Proceeds from any Event of Loss not applied as set forth in clauses (1) and (2) of the immediately preceding paragraph shall constitute “Excess Proceeds.” Pending the final application of any Net Cash Proceeds, the Company 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 Proceeds5,000,000, 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 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 of this covenant (on a pro rata basis if the Asset Sale Offer Amount is insufficient to purchase all Indebtedness so tendered) at the Asset Sale Offer Price (together with accrued and unpaid interest and Liquidated Damages, if any, to the date of payment). To the extent that the aggregate amount of Notes and such other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Asset Sale Offer Amount, the Company may use any remaining Net Cash Proceeds as otherwise permitted by the Indenture. Following the consummation of each Asset Sale Offer in accordance with the provisions of this Section 7(b), the Excess Proceeds amount shall be reset to zero. Any repurchase of Notes pursuant to this Section 8(b) shall be made in accordance with the provisions of Section 4.13 of the Indenture.

Asset Sale. 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 Guarantor or a Subsidiary or Unrestricted Subsidiaryof the Company), and including any sale or other transfer or issuance of any Equity Interests of any SubsidiarySubsidiary of the Company, 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 (1) the Company (or its Subsidiary, as the case may be) receive consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of; and (2) at least 75% (100% in the case of lease payments) of the total consideration received by the Company or the applicable Subsidiary for such the Asset Sale or series of related Asset Sales consists is in the form of cash or Cash Equivalents; provided, provided that with respect the amount of: (a) any liabilities (as shown on the Company's or such Subsidiary's most recent balance sheet or in the notes thereto) of the Company's or any of its Subsidiaries that rank equal in right of payment to the sale Notes and that are assumed by the transferee of one or more hotel propertiesany such assets, 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 in good faith that the consideration received by the Parentany securities, the Company notes 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 other obligations received by the Company or the Parent or any of their respective Subsidiaries such Subsidiary from such Asset Saletransferee that are immediately (but in no event more than 30 days after receipt, plus subject to customary settlement periods) converted by the Company or such Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents, as the case may be, received) shall be deemed to be cash or Cash Equivalents, as the case may be, for purposes of this provision. Within 360 days 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 (the "Asset Sale Amount") shall beProceeds, at its option, to: (13) invested permanently reduce Indebtedness outstanding under the Credit Agreement (including that in assets and property (except in connection with the acquisition case of a Subsidiary which revolving credit facility or similar arrangement that makes credit available under the Credit Agreement, such commitment is also permanently reduced by such amount), or (4) (a) purchase one or more businesses or to purchase more than 50% of the Equity Interests of a Guarantor Person operating one or more businesses so long as such Person becomes a Subsidiary, (b) make capital expenditures, and/or (c) acquire other long-term assets, in each case, so long as such business or businesses, capital expenditures or long-term assets are 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 such Net Cash Proceeds, the Company or the Parent may temporarily reduce revolving credit borrowings outstanding under the Credit Agreement or otherwise invest the such Net Cash Proceeds in any manner that is not prohibited by the Indenture. The accumulated Any Net Cash Proceeds from Asset Sales that are not so applied as set forth above shall constitute or invested will be considered "Excess Proceeds." Within 30 days after When the date that the aggregate amount of Excess Proceeds exceeds $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 will be required to make an amount (the "Asset Sale Offer Amount") equal offer, within such 360-day period, to the Excess Proceeds to the repurchase all holders of Notes and all holders of the Notes and such Company's other Indebtedness ranking on a parity with equal in right of payment to the Notes and with similar provisions requiring the Company to make an offer to purchase such Indebtedness with the proceeds from of such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any) (pro rata in proportion to the respective principal amounts (or accreted values in the case of Indebtedness issued with an original issue discount) of the Notes and such other Indebtedness then outstanding) outstanding (the an "Asset Sale Offer") at a to purchase the maximum principal amount of Notes and such other Indebtedness that may be purchased out of the Excess Proceeds. The offer price of for an Asset Sale Offer will be 100% of the principal amount (or accreted value in of the case of Indebtedness issued with an original issue discount) (the "Asset Sale Offer Price") together with Notes plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes to the date of paymentpurchase. Each The offer price will be paid in cash in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes and such other Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds not so utilized for general corporate purposes. If the aggregate principal amount of Notes and such other Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall remain open for 20 Business Days following its commencement (select the "Notes to be purchased on a pro rata basis. Upon completion of any purchase of Notes pursuant to an Asset Sale Offer Period")Offer, the amount of Excess Proceeds shall be reset at zero.